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What changed in Investar Holding Corp's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Investar Holding Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+668 added831 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-12)

Top changes in Investar Holding Corp's 2025 10-K

668 paragraphs added · 831 removed · 281 edited across 4 sections

Item 1. Business

Business — how the company describes what it does

0 edited+261 added113 removed0 unchanged
Removed
Item 1. Business , provides more information regarding the regulatory environment in which we and the Bank operate. Federal regulators periodically examine our business, and we may be required to remediate adverse examination findings.
Added
Item 1. Business – Acquisition Activity – Recent Acquisitions . Our principal business is lending to and accepting deposits from individuals and small to medium-sized businesses in our areas of operation.
Removed
The financial services industry is subject to intense scrutiny from bank supervisors in the examination process and aggressive enforcement of regulations on both the federal and state levels. The Federal Reserve and the OCC periodically examine our business, including our compliance with laws and regulations.
Added
As a financial holding company operating through one reportable segment, we g enerate our income principally from interest on loans and, to a lesser extent, our securities investments, as well as from fees charged in connection with our various loan and deposit services.
Removed
If, as a result of an examination, a federal banking agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate.
Added
Our principal expenses are interest expense on interest-bearing customer deposits and borrowings, salaries and employee benefits, occupancy costs, data processing and other operating expenses. We measure our performance through our net interest margin, return on average assets, and return on average common equity, among other metrics, while seeking to maintain appropriate regulatory leverage and risk-based capital ratios.
Removed
These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place us into receivership or conservatorship.
Added
Acquisition of WFB On July 1, 2025, we announced that we had entered into the Agreement and Plan of Merger by and between Investar and WFB, headquartered in Wichita Falls, Texas, which provided for the merger of WFB with and into Investar, with Investar as the surviving corporation, followed by the merger of FNB, WFB’s wholly-owned subsidiary, with and into the Bank, with the Bank as the surviving bank.
Removed
If we become subject to any regulatory actions, it could have a material adverse effect on our business, results of operations, financial condition and growth prospects. Failure to comply with any applicable regulations and supervisory expectations related thereto could result in fines, penalties, lawsuits, regulatory sanctions, damage to our reputation or restrictions on business.
Added
The Company completed its acquisition of WFB and FNB on January 1, 2026. All of the issued and outstanding shares of WFB common stock were converted into aggregate merger consideration consisting of $7.2 million in cash and 3,955,272 shares of Company common stock for an aggregate transaction value of $112.9 million.
Removed
We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions. The ECOA, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions.
Added
This value is based on the Company’s closing stock price on December 31, 2025 of $26.72 per common share. At December 31, 2025, WFB had $1.2 billion in total assets, $1.0 billion in net loans and $1.0 billion in total deposits.
Removed
The Department of Justice and other federal agencies enforce these laws and regulations, but private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation.
Added
Private Placement of Series A Preferred Stock In connection with the WFB transaction, on July 1, 2025, we completed a private placement of 32,500 shares of our newly designated Series A Preferred Stock with selected institutional and other accredited investors at a price of $1,000 per share, for aggregate gross proceeds of $32.5 million.
Removed
If an institution’s performance under the fair lending laws and regulations is found to be deficient, the institution could be subject to damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines, among other sanctions.
Added
The net proceeds were $30.4 million, after deducting placement agent fees and other offering-related expenses. Investar utilized the net proceeds from the offering to support the acquisition of WFB and for general corporate purposes, including organic growth and other potential acquisitions. For additional information, see Note 13.
Removed
In addition, the OCC’s assessment of our compliance with the CRA is taken into account when evaluating any application we submit for, among other things, approval of the acquisition or establishment of a branch or other deposit facility, an office relocation, a merger or the acquisition of another financial institution.
Added
Stockholders ’ Equity. 35 Table of Contents For certain GAAP performance measures, see “ Certain Performance Indicators: GAAP Financial Measures ” below. We also monitor changes in our tangible equity, tangible assets, and tangible book value per common share, shown in the section “ Certain Performance Indicators: Non-GAAP Financial Measures ” below.
Removed
Our failure to satisfy our CRA obligations could, at a minimum, result in the denial of such applications and limit our growth. We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.
Added
Certain Performance Indicators: GAAP Financial Measures As of and for the years ended December 31, (In thousands, except per share data) 2025 2024 2023 (1) 2022 2021 (2) Financial Information Total assets $ 2,833,048 $ 2,722,812 $ 2,815,155 $ 2,753,807 $ 2,513,203 Total common stockholders’ equity 270,720 241,296 226,768 215,782 242,598 Net interest income 80,773 69,753 74,520 89,785 83,814 Noninterest income 9,463 14,205 6,538 18,350 12,042 Noninterest expense 65,741 63,032 62,630 60,865 63,062 Net income 22,904 20,252 16,678 35,709 8,000 Net income available to common shareholders 21,848 20,252 16,678 35,709 8,000 Diluted earnings per common share 2.13 2.04 1.69 3.50 0.76 Performance Ratios Return on average assets 0.83 % 0.73 % 0.60 % 1.37 % 0.31 % Return on average common equity 8.45 8.60 7.63 15.63 3.22 Net interest margin 3.07 2.63 2.83 3.67 3.53 Efficiency ratio (3) 72.85 75.08 77.26 56.29 65.79 Dividend payout ratio 19.59 19.90 23.37 10.31 40.26 Capital Ratios Total common equity to total assets 9.56 % 8.86 % 8.06 % 7.84 % 9.65 % (1) During 2023 we purchased commercial and industrial lines of credit with an unpaid principal balance of $162.7 million.
Removed
The Bank Secrecy Act, the USA PATRIOT Act of 2001, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate.
Added
We also sold certain assets, deposits, and other liabilities associated with two branches in Texas previously acquired from PlainsCapital Bank. (2) On April 1, 2021, the Company acquired Cheaha Financial Group, Inc. and its wholly-owned subsidiary Cheaha Bank, by merger with and into the Company and Bank, respectively.
Removed
The federal Financial Crimes Enforcement Network is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service.
Added
(3) Calculated as noninterest expense divided by the sum of net interest income (before provision for (reversal of) credit losses) and noninterest income. Certain Performance Indicators: Non-GAAP Financial Measures Our accounting and reporting policies conform to accounting principles generally accepted in the United States, or GAAP, and the prevailing practices in the banking industry.
Removed
We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control.
Added
However, we also evaluate our performance based on certain additional non-GAAP metrics, including tangible book value, tangible assets, tangible book value per common share, and tangible common equity to tangible assets.
Removed
If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans.
Added
These measures are not financial measures recognized under GAAP and, therefore, are considered non-GAAP financial measures. 36 Table of Contents Our management, banking regulators, financial analysts and investors use these non-GAAP financial measures to compare the capital adequacy of banking organizations with significant amounts of preferred stock and/or goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions.
Removed
Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.
Added
Tangible equity, tangible assets, tangible book value per common share or related measures should not be considered in isolation or as a substitute for total stockholders’ equity, total assets, book value per common share or any other measure calculated in accordance with GAAP.
Removed
Any of these results could materially and adversely affect our business, financial condition, results of operations and growth prospects. 26 Table of Contents In addition, bank regulatory agencies consider the effectiveness of a financial institution’s anti-money laundering activities and other regulatory compliance matters when reviewing bank mergers and bank holding company acquisitions.
Added
Moreover, the manner in which we calculate tangible equity, tangible assets, tangible book value per common share and any other related measures may differ from that of other companies reporting measures with similar names.
Removed
Accordingly, non-compliance with the applicable regulations could materially impair the Company’s ability to enter into or complete mergers and acquisitions. Our success depends on our ability to respond to the threats and opportunities of fintech innovation.
Added
The following table reconciles, as of the dates set forth below, stockholders’ equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per common share (dollars in thousands).
Removed
Fintech developments, such as bitcoin or other types of cryptocurrency and the development of alternative payment systems such as Venmo and PayPal, have the potential to disrupt the financial industry and change the way banks do business.
Added
As of and for the years ended December 31, 2025 2024 2023 2022 2021 Tangible common equity Total stockholders’ equity - GAAP $ 301,073 $ 241,296 $ 226,768 $ 215,782 $ 242,598 Less: preferred stock 30,353 — — — — Total common stockholders’ equity 270,720 241,296 226,768 215,782 242,598 Adjustments: Goodwill 40,088 40,088 40,088 40,088 40,088 Core deposit intangible 996 1,508 2,132 2,959 3,848 Trademark intangible 100 100 100 100 100 Tangible common equity $ 229,536 $ 199,600 $ 184,448 $ 172,635 $ 198,562 Tangible assets Total assets - GAAP $ 2,833,048 $ 2,722,812 $ 2,815,155 $ 2,753,807 $ 2,513,203 Adjustments: Goodwill 40,088 40,088 40,088 40,088 40,088 Core deposit intangible 996 1,508 2,132 2,959 3,848 Trademark intangible 100 100 100 100 100 Tangible assets $ 2,791,864 $ 2,681,116 $ 2,772,835 $ 2,710,660 $ 2,469,167 Total common shares outstanding 9,798,948 9,828,413 9,748,067 9,901,847 10,343,494 Book value per common share $ 27.63 $ 24.55 $ 23.26 $ 21.79 $ 23.45 Effect of adjustments (4.21 ) (4.24 ) (4.34 ) (4.36 ) (4.25 ) Tangible book value per common share 23.42 20.31 18.92 17.43 19.20 Total common equity to total assets 9.56 % 8.86 % 8.06 % 7.84 % 9.65 % Effect of adjustments $ (1.34 ) $ (1.42 ) $ (1.41 ) $ (1.47 ) $ (1.61 ) Tangible common equity to tangible assets 8.22 % 7.44 % 6.65 % 6.37 % 8.04 % Certain Events That Affect Year-over-Year Comparability Changing Inflation and Interest Rates .
Removed
Our success depends on our ability to adapt to the pace of the rapidly changing technological environment, which is crucial to retention and acquisition of customers. On July 31, 2018, the OCC announced it would grant limited-purpose national bank charters to fintech companies that offer bank products and services.
Added
During 2024, beginning in September 2024, the Federal Reserve reduced the federal funds target rate three times by 100 basis points on a cumulative basis to 4.25% to 4.50%. During 2025, beginning in September 2025, the Federal Reserve reduced the federal funds target rate three times by 75 basis points on a cumulative basis to 3.50% to 3.75%.
Removed
The federal charter would allow fintech companies to operate nationwide under a single set of national standards, without needing to seek state-by-state licenses or joining with brick-and-mortar banks, which could have the effect of allowing fintech companies to more easily compete with us for financial products and services in the communities we serve.
Added
Accordingly, the prevailing federal funds target rate for the year ended December 31, 2025 was lower than for the year ended December 31, 2024. Disruptions in the Banking Industry . Between March 10, 2023 and March 12, 2023, state banking supervisors closed Silicon Valley Bank and Signature Bank and named the FDIC as receiver.
Removed
At present, the future of the OCC limited-purpose fintech charter is unclear. To date, the OCC has not approved any such charters and each application for a charter has been met with a lawsuit challenging the OCC’s authority to issue such charters. We may be required to pay significantly higher FDIC deposit insurance premiums in the future.
Added
At the time of closure, they were among the 30 largest U.S. banks.
Removed
The deposits of the Bank are insured by the FDIC up to legal limits and, accordingly, subject it to the payment of FDIC deposit insurance assessments. We are generally unable to control the amount of premiums that we are required to pay for FDIC deposit insurance.
Added
While the reasons for their failure are complex and have not been fully investigated, reports indicate that, among other things, both banks had grown in asset size in recent periods at a faster rate than their peers, had large proportions of uninsured deposits (approximately 87.5% and 89.7% of total deposits, respectively) and high unrealized losses on investment securities.
Removed
A bank’s regular assessments are determined by its risk classification, which is based on certain financial information and the level of supervisory concern that it poses.
Added
Silicon Valley Bank’s business strategy focused on serving the technology and venture capital sectors, and Signature Bank had significant exposure to deposits from the digital asset industry. Prior to their closure, both banks experienced sudden and rapid deposit withdrawals.
Removed
In order to maintain a strong funding position and restore the reserve ratios of the Deposit Insurance Fund, the FDIC has, in the past, increased deposit insurance assessment rates and charged a special assessment to all FDIC-insured financial institutions.
Added
These events caused bank deposit customers, particularly those with uninsured deposits, to become concerned regarding the safety of their deposits, and in some cases caused customers to withdraw deposits.
Removed
In 2023, the FDIC completed a special assessment that generally only applied to banks with over $5 billion in total assets, but further increases in assessment rates or special assessments that apply to all banks may occur in the future, especially if there are significant financial institution failures.
Added
In response to the disruptions, among other things, the Federal Reserve announced a new BTFP to provide eligible banks with loans of up to one-year maturity backed by collateral pledged at par value. On April 24, 2023, San Francisco-based First Republic Bank, also among the 30 largest U.S. banks, reported a large deposit outflow and substantially reduced net income.
Removed
Any future special assessments, increases in assessment rates or required prepayments in FDIC insurance premiums could reduce our profitability or limit our ability to pursue certain business opportunities, which could have an adverse effect on our business, financial condition and results of operations.
Added
First Republic Bank also had a large proportion of uninsured deposits (67% as of December 31, 2022). On May 1, 2023, regulators seized First Republic Bank and sold all of its deposits and most of its assets to JPMorgan Chase Bank.
Removed
Our use of third-party vendors and our other ongoing third-party business relationships are subject to increasing regulatory requirements and attention. We regularly use third-party vendors as part of our business. We also have substantial ongoing business relationships with other third parties. These types of third-party relationships are subject to increasingly demanding regulatory requirements and attention by our federal bank regulators.
Added
In response to the disruptions and related publicity, we formed an internal task force that included members of our ALCO. The task force met frequently to review our liquidity position and liquidity sources, and oversaw the Bank’s process to qualify for the BTFP.
Removed
Regulation requires us to perform due diligence and ongoing monitoring and control over our third-party vendors and other ongoing third-party business relationships. In certain cases, we may be required to renegotiate our agreements with these vendors to meet these requirements, which could increase our costs.
Added
In addition, we took steps to inform our customers about our financial position, liquidity and insured deposit products. During the second quarter of 2023, we utilized the BTFP and reduced FHLB advances. The Bank utilized this source of funding due to its lower rate, the ability to prepay the obligations without penalty, and as a means to lock in funding.
Removed
We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third-party relationships and in the performance of the parties with which we have these relationships.
Added
During the fourth quarter of 2023 and again in the first quarter of 2024, the Bank refinanced its BTFP borrowings with new borrowings under the program due to more favorable rates. The Federal Reserve ceased making new loans under the BTFP on March 11, 2024.
Removed
As a result, if our regulators conclude that we have not exercised adequate oversight and control over our third-party vendors or other ongoing third-party business relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines as well as requirements for customer remediation, any of which could have a material adverse effect our business, financial condition or results of operations. 27 Table of Contents Risks Related to an Investment in our Common Stock The market price of our common stock may be volatile, which may make it difficult for investors to sell their shares at the volume, prices and times desired.
Added
During the third quarter of 2024, we began paying down borrowings under the BTFP and repaid all of the remaining borrowings under the BTFP in the fourth quarter of 2024. As of December 31, 2025, estimated uninsured deposits represented approximately 34% of our total deposits.
Removed
The market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including, without limitation: • actual, anticipated, or unanticipated variations in our quarterly and annual operating results, financial condition or asset quality; • changes in general economic or business conditions, both domestically and internationally; • the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve, or in laws and regulations affecting us; • changes in the credit, mortgage and real estate markets; • the number of securities analysts covering us; • our creditworthiness; • publication of research reports about us, our competitors, or the financial services industry generally, or changes in, or failure to meet, securities analysts’ estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage; • changes in market valuations or earnings of companies that investors deemed comparable to us; • the average daily trading volume of our common stock; • future issuances of our common stock or other securities; • changes in dividends on our common stock; • additions or departures of key personnel; • perceptions in the marketplace regarding our competitors and/or us; • significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving our competitors or us; and • other news, announcements or disclosures (whether by us or others) related to us, our competitors, our markets or the financial services industry.
Added
For additional information, see “ Discussion and Analysis of Financial Condition – Deposits ,” “ Borrowings ,” and “ Liquidity and Capital Resources ” and Part I. Item 1A. Risk Factors . Hurricane Ida. On August 29, 2021, Hurricane Ida hit the Louisiana coast as a category 4 hurricane.
Removed
The stock market and, in particular, the market for financial institution stocks have experienced significant fluctuations in recent years. In addition, significant fluctuations in the trading volume in our common stock may cause significant price variations to occur.
Added
Though Hurricane Ida did not cause significant physical damage to our branch locations, the storm devastated some of our market areas. The Company set up programs to help employees and customers experiencing financial difficulty as a result of the hurricane, including a deferral program.
Removed
Increased market volatility may materially and adversely affect the market price of our common stock, which may make it difficult for investors to sell their shares at the volume, prices and times desired. Shares eligible for future sale and shares we may issue in the future could adversely affect market prices of our common stock.
Added
Additionally, the Company recorded an impairment charge of $21.6 million in the third quarter of 2021 related to a lending relationship with related borrowers (collectively, the “Borrower”) consisting of multiple loans secured by various types of collateral, including real estate, inventory, and equipment.
Removed
Shares of our common stock eligible for future sale, including those that may be issued in any private or public offering of our common stock, as consideration in acquisition transactions, or as incentives under incentive plans, could adversely affect market prices for our common stock.
Added
As a result of Hurricane Ida’s impact on the Borrower’s business operations, some of the collateral securing the loan relationship, including real estate, inventory, and equipment, experienced a significant reduction in value. As of December 31, 2025, we have recorded total recoveries on the relationship of approximately $7.9 million on a cumulative basis.
Removed
As of December 31, 2024, we had 9,828,413 shares outstanding and 260,602 shares subject to options granted under our incentive plan.
Added
During 2025, we recorded a $3.3 million recovery of loans previously charged off as a result of a property insurance settlement related to a loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida, and we also recorded related noninterest expense of $0.2 million.
Removed
Because our outstanding shares of common stock either were issued in an offering registered under the Securities Act or have been held for more than one year, such shares are freely tradable, except for shares held by our affiliates (approximately 6% of shares outstanding as of December 31, 2024) and 323,820 shares that represent unvested restricted shares under our incentive plan.
Added
D uring 2024, we recorded a gain on sale of other real estate owned of $0.7 million and noninterest income of $1.1 million from a legal settlement related to this loan relationship. 37 Table of Contents Branch Activity. In January 2024, we closed one branch in Alabama.
Removed
Shares issued under our incentive plan will be available for sale into the public market, except for shares held by our affiliates. Shares held by our affiliates may be resold subject to the restrictions in Rule 144 of the Securities Act.
Added
In October 2024, we converted an existing loan and deposit production office in our Texas market to a full-service branch location. Subordinated Debt Repurchases and Redemptions. During the first quarter of 2024, we repurchased $1.0 million in principal amount of our 2032 Notes.
Removed
In the future, we may issue additional shares of common stock to raise capital for growth or as consideration in acquisition transactions or for other purposes, and such shares may be registered under the Securities Act and freely tradable or may be issued in a private placement and registered for resale under the Securities Act. 28 Table of Contents Our dividend policy may change without notice, and our future ability to pay dividends is subject to restrictions.
Added
During the second quarter of 2024, we repurchased $5.0 million in principal amount of our 2029 Notes and $2.0 million in principal amount of our 2032 Notes. During the fourth quarter of 2024, we redeemed all of the remaining $20.0 million in principal amount of the 2029 Notes.
Removed
Holders of our common stock are entitled to receive only such cash dividends as our Board may declare out of funds legally available for the payment of dividends. We have no obligation to continue paying dividends, and we may change our dividend policy at any time without notice to our shareholders.
Added
As of December 31, 2025 and December 31, 2024, our outstanding subordinated debt consisted of $17.0 million in principal amount of our 2032 Notes. Legal Settlement.
Removed
In addition, our existing and future debt agreements limit, or may limit, our ability to pay dividends. Under the terms of our 2032 Notes, we are prohibited from paying dividends upon and during the continuance of any Event of Default under such notes.
Added
During the third quarter of 2024, we recorded noninterest income of $1.1 million from a legal settlement related to a lending relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida. BOLI Restructuring. During the first quarter of 2024, we surrendered approximately $8.4 million of BOLI and reinvested the proceeds in higher yielding policies.

294 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

30 edited+4 added353 removed16 unchanged
Biggest changeAt December 31, 2024 , we had 495,645 shares of our common stock remaining authorized for repurchase under the program. For additional information, see Note 13. Stockholders Equity. We are subject to restrictions on dividends under applicable banking laws and regulations. Please refer to the discussion under the heading Supervision and Regulation Dividends in Item 1.
Biggest changeOn July 19, 2023 and September 21, 2022, the Board approved an additional 350,000 shares and 300,000 shares, respectively, of the Company’s common stock for repurchase. At December 31, 2025 , we had 381,396 shares of our common stock remaining authorized for repurchase under the program. For additional information, see Note 13. Stockholders Equity.
Key assumptions include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities, and the expected life of non-maturity deposits. However, there are a number of factors that influence the effect of interest rate fluctuations on us which are difficult to measure and predict.
Key assumptions include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities, and the expected life of non-maturity deposits. However, there are a number of factors that influence the effect of interest rate fluctuations on us that are difficult to measure and predict.
Such tactics may include asset and liability acquisitions of appropriate maturities in the cash market, loan and deposit product/pricing strategy modification, and derivatives hedging activities to the extent such activity is authorized by the board of directors.
Such tactics may include asset and liability acquisitions of appropriate maturities in the cash market, loan and deposit product/pricing strategy modification, and derivatives hedging activities to the extent such activity is authorized by the Board.
We maintain unsecured lines of credit with First National Bankers Bank and The Independent Bankers Bank totalin g $60.0 million. The se lines of credit are federal funds lines of credit and are used for overnight borrowing only. There w ere no outstandi ng balances on our unsecured lines of credit at December 31, 2024 or 2023.
We maintain unsecured lines of credit with First National Bankers Bank and The Independent Bankers Bank totalin g $60.0 million. The se lines of credit are federal funds lines of credit and are used for overnight borrowing only. There w ere no outstandi ng balances on our unsecured lines of credit at December 31, 2025 or 2024.
As a result, because these assumptions are inherently uncertain, actual results will differ from simulated results. 59 Table of Contents Liquidity and Capital Resources Liquidity . Liquidity is a measure of the ability to fund loan commitments and meet deposit maturities and withdrawals in a timely and cost-effective way.
As a result, because these assumptions are inherently uncertain, actual results will differ from simulated results. 55 Table of Contents Liquidity and Capital Resources Liquidity . Liquidity is a measure of the ability to fund loan commitments and meet deposit maturities and withdrawals in a timely and cost-effective way.
Risk Factors Risks Related to our Business Changes in interest rates could have an adverse effect on our profitability and Inflation and rising prices may continue to adversely affect our results of operations and financial condition. Interest Rate Risk Market risk is the risk of loss from adverse changes in market prices and rates.
Item 1A. Risk Factors Risks Related to our Business Changes in interest rates could have an adverse effect on our profitability and Inflation and rising prices may continue to adversely affect our results of operations and financial condition. Interest Rate Risk Market risk is the risk of loss from adverse changes in market prices and rates.
The goal of our asset/liability management is for the Bank to maintain a net interest income at risk in an up or down 100 basis point environment at less than (5)%. At December 31, 2024, the Bank was within the policy guidelines for asset/liability management.
The goal of our asset/liability management is for the Bank to maintain a net interest income at risk in an up or down 100 basis point environment at less than (5)%. At December 31, 2025, the Bank was within the policy guidelines for asset/liability management.
The following table presents, by type, our funding sources, which consist of total average deposits and borrowed funds, as a percentage of total funds and the total cost of each funding source for the years ended December 31, 2024 and 2023.
The following table presents, by type, our funding sources, which consist of total average deposits and borrowed funds, as a percentage of total funds and the total cost of each funding source for the years ended December 31, 2025 and 2024.
For example, a rapid drop in interest rates might cause our loans to repay at a more rapid pace and certain mortgage-related investments to prepay more quickly than projected. This could mitigate some of the benefits of falling rates as are expected when we are in a negatively-gapped position.
For example, a rapid drop in interest rates might cause our loans to be repaid at a more rapid pace and certain mortgage-related investments to prepay more quickly than projected. This could mitigate some of the benefits of falling rates as are expected when we are in a negatively-gapped position.
Our core deposits, which are deposit s excluding brokered demand deposits, brokered time deposits, t ime deposits greater than $250,000 and deposits of municipalities and other political entities, are our most stable source of liquidity to meet our cash flow needs due to the nature of the long-term relationships generally established with our customers.
Our core deposits, which are deposit s excluding brokered demand deposits, brokered time deposits, and t ime deposits greater than $250,000 are our most stable source of liquidity to meet our cash flow needs due to the nature of the long-term relationships generally established with our customers.
Maintaining the ability to acquire these funds as needed in a variety of markets, and within ALCO compliance targets, is essential to ensuring our liquidity. At December 31, 2024 and 2023, 68% a nd 64% of our total assets, respectively, were funded by core deposits. Our investment portfolio is another alternative for meeting our cash flow requirements.
Maintaining the ability to acquire these funds as needed in a variety of markets, and within ALCO compliance targets, is essential to ensuring our liquidity. At December 31, 2025 and 2024, 68% of our total assets, were funded by core deposits. Our investment portfolio is another alternative for meeting our cash flow requirements.
Repurchase agreements are contracts for the sale of securities which we own with a corresponding agreement to repurchase those securities at an agreed upon price and date. Our policies limit the use of repurchase agreements to those collateralized by certain investment securities. We had $8.4 million and $8.6 million of repurchase agreements outstanding at December 31, 2024 and 2023, respectively.
Repurchase agreements are contracts for the sale of securities which we own with a corresponding agreement to repurchase those securities at an agreed upon price and date. Our policies limit the use of repurchase agreements to those collateralized by certain investment securities. We had $11.2 million and $8.4 million of repurchase agreements outstanding at December 31, 2025 and 2024, respectively.
As of December 31, 2024 Estimated Changes in Interest Rates Increase/Decrease in (in basis points) Net Interest Income (1) +300 (7.5 )% +200 (5.4 )% +100 (2.4 )% -100 2.6 % -200 4.7 % -300 6.5 % (1) The percentage change in this column represents the projected net interest income for 12 months on a flat balance sheet in a stable interest rate environment versus the projected net interest income in the various rate scenarios.
As of December 31, 2025 Estimated Changes in Interest Rates Increase/Decrease in (in basis points) Net Interest Income (1) +300 0.4 % +200 0.2 % +100 0.4 % -100 0.7 % -200 1.2 % -300 1.6 % (1) The percentage change in this column represents the projected net interest income for 12 months on a static balance sheet in a stable interest rate environment versus the projected net interest income in the various rate scenarios.
Short term interest rate risk management tactics are decided by the ALCO where risk exposures exist out into the 1 to 2-year horizon. Tactics are formulated and presented to the ALCO for discussion, modification, and/or approval.
Short term interest rate risk management tactics are decided by the ALCO where risk exposures exist out into the one to two-year horizon. Tactics are formulated and presented to the ALCO for discussion, modification, and/or approval.
Investment securities generate cash flow through principal payments and maturities, and they generally have readily available markets that allow for their conversion to cash. At December 31, 2024, 89% of our investment securities portfolio was classified as AFS, and we had gross unrealized losses in our AFS investment securities portfolio of $61.7 million and gross unrealized gains of $0.2 million.
Investment securities generate cash flow through principal payments and maturities, and they generally have readily available markets that allow for their conversion to cash. At December 31, 2025, 88% of our investment securities portfolio was classified as AFS, and we had gross unrealized losses in our AFS investment securities portfolio of $46.4 million and gross unrealized gains of $1.0 million.
The total amount of remaining credit available to us from the FHLB at December 31, 2024 was approximately $733.7 million. At December 31, 2024, our FHLB borrowings were collateralized by a blanket pledge of certain loans totaling approximately $979.7 million.
The total amount of remaining credit available to us from the FHLB at December 31, 2025 was approximately $651.5 million. At December 31, 2025 , our FHLB borrowings were collateralized by a blanket pledge of certain loans totaling approximately $934.5 million.
At December 31, 2024, we held $245.5 million of brokered time deposits and $47.3 million of brokered demand deposits, as defined for federal regulatory purposes. At December 31, 2023, we held $269.1 million of brokered time deposits and no brokered demand deposits, as defined for federal regulatory purposes.
At December 31, 2025, we held $204.1 million of brokered time deposits and de minimis brokered demand deposits, as defined for federal regulatory purposes. At December 31, 2024, we held $245.5 million of brokered time deposits and $47.3 million of brokered demand deposits, as defined for federal regulatory purposes.
We also hold QwickRate® deposits, included in our time deposit balances, which we obtain through a qualified network, to address liquidity needs when rates on such deposits compare favorably with deposit rates in our markets. At December 31, 2024, we held $12.9 million o f QwickRate® deposits, a decrease com pared to $17.0 million at December 31, 2023.
We also hold QwickRate® deposits, included in our time deposit balances, which we obtain through a qualified network, to address liquidity needs when rates on such deposits compare favorably with deposit rates in our markets. At December 31, 2025, we hel d $11.3 million of QwickRate® deposits, a decrease com pared to $12.9 million at December 31, 2024.
Our primary sources of capital include retained earnings, capital obtained through acquisitions and proceeds from the sale of our capital stock and subordinated debt. We may issue capital stock and debt securities from time to time to fund acquisitions and support our organic growth. For additional information see Discussion and Analysis of Financial Condition Borrowings .
Our primary sources of capital include retained earnings, capital obtained through acquisitions and proceeds from the sale of our capital stock and subordinated debt. We may issue capital stock and debt securities from time to time to fund acquisitions and support our organic growth.
Our liquidity strategy is focused on using the least costly funds available to us in the context of our balance sheet composition and interest rate risk position. Accordingly, we target growth of noninterest-bearing deposits.
Subordinated Debt Securities and see Discussion and Analysis of Financial Condition Borrowings above. Our liquidity strategy is focused on using the least costly funds available to us in the context of our balance sheet composition and interest rate risk position. Accordingly, we target growth of noninterest-bearing deposits.
At December 31, 2024, the balance of our outstanding advances with the FHLB was $67.2 million, consisting of $7.2 million short-term and $60.0 million long-term advances based on original maturity, an increase from $23.5 million, all long-term advances based on original maturity, at December 31, 2023.
At December 31, 2025, the balance of our outstanding advances with the FHLB was $116.0 million, consisting of $36.0 million short-term and $80.0 million long-term advances based on original maturity, an increase from $67.2 million, consisting of $7.2 million short-term and $60.0 million long-term advances based on or iginal maturity, at December 31, 2024 .
In addition, at December 31, 2024 and 2023 we had $17.0 million and $45.0 million, respectively, in aggregate principal amount of subordinated debt outstanding. During the year ended December 31, 2024, we redeemed $20.0 million in principal amount and repurchased $8.0 million in principal amount of our subordinated debt.
In addition, at December 31, 2025 and 2024 we had $17.0 million in aggregate principal amount of subordinated debt outstanding. During the year ended December 31, 2024, we redeemed $20.0 million in principal amount and repurchased $8.0 million in principal amount of our subordinated debt. For additional information, see Note 10.
Other sources available for meeting liquidity needs include advances from the FHLB, repurchase agreements and other borrowings. FHLB advances may be used to meet day to day liquidity needs, particularly if the prevailing interest rate on an FHLB advance compares favorably to the rates that we would be required to pay to attract deposits.
FHLB advances may be used to meet day to day liquidity needs, particularly if the prevailing interest rate on an FHLB advance compares favorably to the rates that we would be required to pay to attract deposits.
Business , for more information. We are also subject to additional legal and contractual restrictions on dividends. Please refer to the discussion under the heading Dividend Policy in
We are subject to restrictions on dividends under applicable banking laws and regulations. Please refer to the discussion under the heading Supervision and Regulation Dividends in Item 1. Business , for more information. We are also subject to additional legal and contractual restrictions on dividends.
Percentage of Total Average Deposits and Borrowed Funds Cost of Funds Year ended December 31, Year ended December 31, 2024 2023 2024 2023 Noninterest-bearing demand deposits 17 % 20 % % % Interest-bearing demand deposits 27 27 2.03 1.30 Brokered demand deposits 4.76 Savings deposits 5 5 1.09 0.40 Brokered time deposits 10 7 5.16 5.02 Time deposits 30 28 4.45 3.48 Short-term borrowings 8 10 4.58 4.93 Borrowed funds 3 3 4.81 4.54 Total deposits and borrowed funds 100 % 100 % 2.94 % 2.33 % 60 Table of Contents Capital Resources .
Percentage of Total Average Deposits and Borrowed Funds Cost of Funds Year ended December 31, Year ended December 31, 2025 2024 2025 2024 Noninterest-bearing demand deposits 18 % 17 % % % Interest-bearing demand deposits 33 27 2.22 2.03 Brokered demand deposits 4.44 4.76 Savings deposits 5 5 1.07 1.09 Brokered time deposits 10 10 4.63 5.16 Time deposits 29 30 3.82 4.45 Short-term borrowings 2 8 3.19 4.58 Borrowed funds 3 3 4.66 4.81 Total deposits and borrowed funds 100 % 100 % 2.55 % 2.94 % 56 Table of Contents Capital Resources .
Cash flow requirements can be met by generating net income, attracting new deposits, converting assets to cash or borrowing funds. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit outflows, loan prepayments, and borrowings are greatly influenced by general interest rates, economic conditions, and the competitive environment in which we operate.
While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit outflows, loan prepayments, and borrowings are greatly influenced by general interest rates, economic conditions, and the competitive environment in which we operate.
At December 31, 2024, we held $27.9 million of cash and cash equivalents, maintained approximately $733.7 million of available funding from FHLB advances and maintained $60.0 million in unsecured lines of credit with correspondent banks, totaling $821.6 million, which represents 111% of uninsured deposits of $737.6 million at December 31, 2024.
At December 31, 2025, w e held $41.5 million of cash and cash equivalents, maintained approximately $651.5 million of available funding from FHLB advances and maintained $60.0 million in unsecured lines of credit with correspondent banks, totaling $753.0 million, which represents 95% of uninsured deposits of $793.2 million at December 31, 2025.
Conversely, a rapid rise in rates could give us an opportunity to increase our margins and slow the rate of repayment on our mortgage-related loans which would increase our returns, bu t can also increase our costs of interest-bearing liabilities faster than we expect and faster than an increase in our yield on interest-earning assets which would decrease our returns.
Conversely, a rapid rise in rates could give us an opportunity to increase our margins and stifle the rate of repayment on our mortgage-related loans, which would increase our returns; however, we may need to increase the rates we offer to maintain or increase deposits, which would adversely impact our margins.
At December 31, 2024, securities with a carrying value of $68.1 million were pledged to secure certain deposits, borrowings, and other liabilities compared to $296.2 million in pledged securities at December 31, 2023 with the decrease due primarily to our repayment of borrowings under the BTFP.
At December 31, 2025 , securities with a carrying value of $75.6 million were pledged to secure certain deposits, borrowings, and other liabilities compared to $68.1 million in pledged securities at December 31, 2024 . Other sources available for meeting liquidity needs include advances from the FHLB, repurchase agreements and other borrowings.
During 2024, we paid $4.0 million in dividends, compared to $3.8 million in 2023 and $3.6 million in 2022. Our Board has authorized a share repurchase program and during 2024 we paid $0.3 million to repurchase our shares, compared to $3.0 million in 2023 and $10.5 million in 2022 .
Our Board has authorized a share repurchase program and during 2025 we paid $2.3 million to repurchase our shares, compared to $0.3 million in 2024 and $3.0 million in 2023 . The aggregate purchase price does not include the effect of excise tax expense incurred on net share repurchases.
Removed
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; • 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 near-term strategy to pivot from primarily a growth strategy to a strategy primarily 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; • a reduction in liquidity, including as a result of a reduction in the amount of deposits we hold or other sources of liquidity, which may be caused by, among other things, disruptions in the banking industry similar to those that occurred in early 2023 that caused bank depositors to move uninsured deposits to other banks or alternative investments outside the banking industry; • 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 adoption on January 1, 2023 of ASU 2016-13, and 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; 34 Table of Contents • 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 including COVID-19; • 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; • our potential growth, including our entrance or expansion into new markets, and the need for sufficient capital to support that growth; • 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 our 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.
Added
Our primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturities of loans, payments and maturities of investment securities and other investments and other cash flows provided from operations. Uses of funds include deposits, debt service, lease commitments, unfunded commitments, and dividends.
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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.
Added
As noted elsewhere in this report, on July 1, 2025 we completed a private placement of Series A Preferred Stock. We used the net proceeds from the offering to support the acquisition of WFB and for general corporate purposes, including organic growth and other potential acquisitions. The Series A Preferred Stock is intended to qualify as additional Tier 1 capital.
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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.
Added
For additional information see Discussion and Analysis of Financial Condition – Borrowings . During 2025, we paid $4.2 million in dividends on our common stock, compared to $4.0 million in 2024 and $3.8 million in 2023. During 2025, we paid $0.5 million in dividends on our Series A Preferred Stock, compared to none in 2024 and 2023.
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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.
Added
Please refer to the discussion under the heading “ Dividend Policy ” in
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We qualify all of our forward-looking statements by these cautionary statements. 35 Table of Contents Overview Through the Bank, we provide full banking services, excluding trust services, tailored primarily to meet the needs of individuals, professionals, and small to medium-sized businesses.
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Our primary areas of operation are south Louisiana (approximat ely 78% of our tota l deposits as of December 31, 2024), including Baton Rouge, New Orleans, Lafayette, Lake Charles, and their surrounding areas; southeast Texas, primarily Houston and its surrounding area; and Alabama, including York and Oxford and their surrounding areas.
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As of March 12, 2025 , we operated 29 fu ll service bran ches comprised of 20 full service branches in Louisiana, three full service branches in Texas, and six full service branches in Alabama. The Bank commenced operations in 2006 and we completed our initial public offering in July 2014.
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On July 1, 2019, the Bank changed from a Louisiana state bank charter to a national bank charter and its name changed to Investar Bank, National Association. During 2023, we pivoted our near-term strategy from primarily a growth strategy to primarily a focus on consistent, quality earnings through the optimization of our balance sheet.
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Our strategy includes a focus on originating and renewing high quality, primarily variable-rate, loans and allowing higher risk credit relationships to run off. Our near-term strategy includes continuing to consider acquisitions on an opportunistic basis. Our long-term strategy includes organic growth through high quality loans and growth through acquisitions, including whole-bank acquisitions, strategic branch acquisitions and asset acquisitions.
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We have completed seven whole-bank acquisitions since 2011 and regularly review acquisition opportunities. Our most recent whole bank acquisition was completed in April 2021. We opened a loan a nd deposit production office in our Texas market in the first quarter of 2024 and converted it to a full-service branch location in the fourth quarter of 2024.
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Additionally, in the third quarter of 2023, we converted an existing loan and deposit production office in Tuscaloosa, Alabama to a cashless branch designed to provide a digital banking experience. During the third and fourth quarters of 2023, we purchased commercial and industrial revolving lines of credit with an unpaid principal balance of $162.7 million in two tranches.
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We have continued to evaluate opportunities to improve our branch network efficiency, leverage our digital initiatives, and further reduce costs. We closed four branches during our last three fiscal years. Two of the branches had been acquired, and the closures involved anticipated synergies that resulted in significant cost savings.
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In 2022, we sold five former branch locations and three tracts of land that were being held for future branch locations. On January 27, 2023, we completed the sale of certain assets, deposits and other liabilities associated with our Alice, Texas and Victoria, Texas branch locations to First Community Bank in order to focus more on our core markets.
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Of the Bank’s entire branch network, these two locations were geographically the most distant from our Louisiana headquarters. In an effort to focus more on our core business and optimize profitability, in the third quarter of 2023, we made the strategic decision to exit the consumer mortgage origination business.
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Consumer mortgage loan products are typically long-term and fixed-rate and generally require a higher relative ACL than other loan products. Consumer mortgage volumes have decreased to historical lows due to the combination of rising housing prices and interest rates and constriction of housing supply.
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As a result of this decision, we further optimized our workforce and will continue to dedicate resources to our more profitable products and services. Substantially all of the consumer mortgage portfolio is included in the 1-4 family loan category. Our principal business is lending to and accepting deposits from individuals and small to medium-sized businesses in our areas of operation.
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As a financial holding company operating through one reportable segment, we g enerate our income principally from interest on loans and, to a lesser extent, our securities investments, as well as from fees charged in connection with our various loan and deposit services.
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Our principal expenses are interest expense on interest-bearing customer deposits and borrowings, salaries and employee benefits, occupancy costs, data processing and other operating expenses.
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We measure our performance through our net interest margin, return on average assets, and return on average equity, among other metrics, while seeking to maintain appropriate regulatory leverage and risk-based capital ratios. 36 Table of Contents For certain GAAP performance measures, see “ Certain Performance Indicators: GAAP Financial Measures ” below.
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We also monitor changes in our tangible equity, tangible assets, and tangible book value per share, shown in the section “ Certain Performance Indicators: Non-GAAP Financial Measures ” below.
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Certain Performance Indicators: GAAP Financial Measures As of and for the years ended December 31, (In thousands, except share data) 2024 2023 (1) 2022 2021 (2) 2020 (3) Financial Information Total assets $ 2,722,812 $ 2,815,155 $ 2,753,807 $ 2,513,203 $ 2,321,181 Total stockholders' equity 241,296 226,768 215,782 242,598 243,284 Net interest income 69,753 74,520 89,785 83,814 73,534 Net income 20,252 16,678 35,709 8,000 13,889 Diluted earnings per share 2.04 1.69 3.50 0.76 1.27 Performance Ratios Return on average assets 0.73 % 0.60 % 1.37 % 0.31 % 0.61 % Return on average equity 8.60 7.63 15.63 3.22 5.77 Net interest margin 2.63 2.83 3.67 3.53 3.49 Dividend payout ratio 19.90 23.37 10.31 40.26 19.69 Efficiency Ratio Noninterest expense $ 63,032 $ 62,630 $ 60,865 $ 63,062 $ 57,131 Net interest income 69,753 74,520 89,785 83,814 73,534 Noninterest income 14,205 6,538 18,350 12,042 12,096 Efficiency ratio (4) 75.08 % 77.26 % 56.29 % 65.79 % 66.72 % Capital Ratios Total equity to total assets 8.86 % 8.06 % 7.84 % 9.65 % 10.48 % (1) During 2023 we purchased commercial and industrial lines of credit with an unpaid principal balance of $162.7 million.
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We also sold certain assets, deposits, and other liabilities associated with two branches in Texas previously acquired from PlainsCapital Bank. (2) On April 1, 2021, the Company acquired Cheaha Financial Group, Inc. and its wholly-owned subsidiary Cheaha Bank, by merger with and into the Company and Bank, respectively.
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(3) On February 21, 2020, the Bank acquired two branches from PlainsCapital Bank. (4) Calculated as noninterest expense divided by the sum of net interest income (before provision for credit losses) and noninterest income.
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Certain Performance Indicators: Non-GAAP Financial Measures Our accounting and reporting policies conform to accounting principles generally accepted in the United States, or GAAP, and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional metrics.
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Tangible book value per share and the ratio of tangible equity to tangible assets are not financial measures recognized under GAAP and, therefore, are considered non-GAAP financial measures. 37 Table of Contents Our management, banking regulators, financial analysts and investors use these non-GAAP financial measures to compare the capital adequacy of banking organizations with significant amounts of preferred equity and/or goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions.
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Tangible equity, tangible assets, tangible book value per share or related measures should not be considered in isolation or as a substitute for total stockholders’ equity, total assets, book value per share or any other measure calculated in accordance with GAAP.
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Moreover, the manner in which we calculate tangible equity, tangible assets, tangible book value per share and any other related measures may differ from that of other companies reporting measures with similar names.
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The following table reconciles, as of the dates set forth below, stockholders’ equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per share (dollars in thousands).
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As of and for the years ended December 31, 2024 2023 2022 2021 2020 Total stockholders’ equity - GAAP $ 241,296 $ 226,768 $ 215,782 $ 242,598 $ 243,284 Adjustments: Goodwill 40,088 40,088 40,088 40,088 28,144 Core deposit intangible 1,508 2,132 2,959 3,848 3,988 Trademark intangible 100 100 100 100 100 Tangible equity $ 199,600 $ 184,448 $ 172,635 $ 198,562 $ 211,052 Total assets - GAAP $ 2,722,812 $ 2,815,155 $ 2,753,807 $ 2,513,203 $ 2,321,181 Adjustments: Goodwill 40,088 40,088 40,088 40,088 28,144 Core deposit intangible 1,508 2,132 2,959 3,848 3,988 Trademark intangible 100 100 100 100 100 Tangible assets $ 2,681,116 $ 2,772,835 $ 2,710,660 $ 2,469,167 $ 2,288,949 Total shares outstanding 9,828,413 9,748,067 9,901,847 10,343,494 10,608,869 Book value per share $ 24.55 $ 23.26 $ 21.79 $ 23.45 $ 22.93 Effect of adjustments (4.24 ) (4.34 ) (4.36 ) (4.25 ) (3.04 ) Tangible book value per share $ 20.31 $ 18.92 $ 17.43 $ 19.20 $ 19.89 Total equity to total assets 8.86 % 8.06 % 7.84 % 9.65 % 10.48 % Effect of adjustments (1.42 ) (1.41 ) (1.47 ) (1.61 ) (1.26 ) Tangible equity to tangible assets 7.44 % 6.65 % 6.37 % 8.04 % 9.22 % Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets and liabilities.
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Although independent third parties are often engaged to assist us in the estimation process, management evaluates the results, challenges assumptions used and considers other factors which could impact these estimates. Actual results may differ from these estimates under different assumptions or conditions. For more detailed information about our accounting policies, please refer to Note 1. Summary of Significant Accounting Policies.
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The following discussion presents our critical accounting estimates, which are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
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We believe that the judgments, estimates and assumptions that we use in the preparation of our consolidated financial statements are appropriate. Allowance for Credit Losses . In June 2016, the FASB issued a new accounting standard (ASU 2016-13), referred to as the CECL standard, which became effective for us, as a smaller reporting company, on January 1, 2023.
Removed
The CECL methodology requires that lifetime expected credit losses be recorded at the time the financial asset is originated or acquired, and be adjusted each period for changes in expected lifetime credit losses.
Removed
The CECL methodology replaces multiple prior impairment models under GAAP that generally required that a loss be “incurred” before it was recognized, and represents a significant change from prior GAAP.
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Results for reporting periods beginning on and after January 1, 2023 are presented in accordance with ASU 2016-13 while prior period amounts continue to be reported in accordance with previously applicable GAAP. 38 Table of Contents For reporting periods beginning on and after January 1, 2023, reflecting the adoption of ASU 2016-13: On January 1, 2023, we adopted ASC Topic 326, “ Financial Instruments—Credit Losses ,” commonly referred to as the CECL standard, on a modified retrospective basis.
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The provisions of this guidance required a material change to the manner in which the Company estimates and reports losses on financial instruments, including loans and unfunded lending commitments, select investment securities, and other assets carried at amortized cost.
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The allowance is sensitive to external factors including the general health of the economy, as evidenced by changes in interest rates, gross domestic product, unemployment rates, and changes in real estate demand and values. Management considers these variables and all other available information when establishing the final level of the allowance.
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These variables and others have the ability to result in actual loan losses that differ from the originally estimated amounts. Changes in the factors used by management to determine the appropriateness of the allowance or the availability of new information could cause the allowance to be increased or decreased in future periods.
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The Company’s management considers available forecasts, current events not captured and our specific portfolio characteristics and applies weights to the scenario output based on a best estimate of likely outcomes. Changing economic conditions have introduced enhanced estimation uncertainty in the forecasts used to estimate expected credit loss.
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Our credit loss models were built using historical data that may not correlate to existing economic conditions. Such forecasted information is inherently uncertain, therefore, actual results may differ significantly from management’s estimates.
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The quantitative loss rate analysis is supplemented by a review of qualitative factors that considers whether conditions differ from those existing during the historical periods used in the development of the credit loss models.
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Such factors include, but are not limited to, changes in current and expected future economic conditions, changes in the nature and volume of the portfolio, changes in levels of concentrations, changes in the volume and severity of past due loans, changes in lending policies and personnel and changes in the competitive and regulatory environment of the banking industry.
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While quantitative data for these factors is used where available, there is significant judgment applied in these processes. For credits that are individually evaluated, a specific allowance is calculated as the shortfall between the credit’s value and the Bank’s exposure.
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The loan’s value is measured by either the fair value of the collateral of the loan based on third-party appraisals if it is collateral dependent, or based on a discounted cash flow methodology. Collatera l on impaired loans may include, but is not limited to, commercial and residential real estate and accounts receivable.
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Values for impaired credits are highly subjective and based on information available at the time of valuation and the current resolution strategy. These values are difficult to assess and have heightened uncertainty resulting from current market conditions. Actual results could differ from these estimates.
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Management considers the appropriateness of these critical assumptions as part of its allowance review and believes the ACL level is appropriate based on information available through the financial statement date. Please refer to Note 3. Loans and Allowance for Credit Losses, and Note 1. Summary of Significant Accounting Policies – Allowance for Credit Losses for additional discussion.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+19 added13 removed8 unchanged
Biggest changeActual Minimum Capital Requirement to be Well-Capitalized Amount Ratio Amount Ratio December 31, 2024 Investar Holding Corporation: Tier 1 capital to average assets (leverage) $ 258,178 9.27 % $ % Tier 1 common equity to risk-weighted assets 248,678 10.84 Tier 1 capital to risk-weighted assets 258,178 11.25 Total capital to risk-weighted assets 301,259 13.13 Investar Bank: Tier 1 capital to average assets (leverage) 269,733 9.70 139,092 5.00 Tier 1 common equity to risk-weighted assets 269,733 11.77 148,925 6.50 Tier 1 capital to risk-weighted assets 269,733 11.77 183,293 8.00 Total capital to risk-weighted assets 296,117 12.92 229,116 10.00 December 31, 2023 Investar Holding Corporation: Tier 1 capital to average assets (leverage) $ 239,095 8.35 % $ % Tier 1 common equity to risk-weighted assets 229,595 9.51 Tier 1 capital to risk-weighted assets 239,095 9.90 Total capital to risk-weighted assets 313,574 12.99 Investar Bank: Tier 1 capital to average assets (leverage) 280,687 9.81 143,085 5.00 Tier 1 common equity to risk-weighted assets 280,687 11.64 156,805 6.50 Tier 1 capital to risk-weighted assets 280,687 11.64 192,990 8.00 Total capital to risk-weighted assets 310,846 12.89 241,238 10.00 Off-Balance Sheet Transactions and Lease Obligations Swap Contracts.
Biggest changeActual Minimum Capital Requirement to be Well Capitalized Amount Ratio Amount Ratio December 31, 2025 Investar Holding Corporation: Tier 1 capital to average assets (leverage) $ 305,810 10.73 % $ % Tier 1 common equity to risk-weighted assets 265,957 11.18 Tier 1 capital to risk-weighted assets 305,810 12.85 Total capital to risk-weighted assets 348,943 14.66 Investar Bank: Tier 1 capital to average assets (leverage) 308,528 10.85 142,230 5.00 Tier 1 common equity to risk-weighted assets 308,528 13.00 154,291 6.50 Tier 1 capital to risk-weighted assets 308,528 13.00 189,897 8.00 Total capital to risk-weighted assets 334,923 14.11 237,371 10.00 December 31, 2024 Investar Holding Corporation: Tier 1 capital to average assets (leverage) $ 258,178 9.27 % $ % Tier 1 common equity to risk-weighted assets 248,678 10.84 Tier 1 capital to risk-weighted assets 258,178 11.25 Total capital to risk-weighted assets 301,259 13.13 Investar Bank: Tier 1 capital to average assets (leverage) 269,733 9.70 139,092 5.00 Tier 1 common equity to risk-weighted assets 269,733 11.77 148,925 6.50 Tier 1 capital to risk-weighted assets 269,733 11.77 183,293 8.00 Total capital to risk-weighted assets 296,117 12.92 229,116 10.00 58 Table of Contents Off-Balance Sheet Transactions Unfunded Commitments.
The Bank also was considered “well-capitalized” under the OCC’s prompt corrective action regulations as of these dates. 61 Table of Contents The following table presents the actual capital amounts and regulatory capital ratios for the Company and the Bank as of the dates presented (dollars in thousands).
The Bank also was considered “well-capitalized” under the OCC’s prompt corrective action regulations as of these dates. 57 Table of Contents The following table presents the actual capital amounts and regulatory capital ratios for the Company and the Bank as of the dates presented (dollars in thousands).
The Company and the Bank each were in compliance with all regulatory capital requirements as of December 31, 2024, 2023 and 2022.
The Company and the Bank were each in compliance with all regulatory capital requirements as of December 31, 2025, 2024 and 2023.
The Company will continue this process as new commitments are entered into or existing commitments are renewed. Additionally, at December 31, 2024, the Company had unfunded commitments of $1.0 million for its investment in SBIC qualified funds.
The Company will continue this process as new commitments are entered into or existing commitments are renewed. Additionally, at December 31, 2025, the Company had unfunded commitments of $1.5 million for its investment in SBIC qualified funds.
The credit risk associated with these commitments is evaluated in a manner similar to the ACL. The reserve for unfunded loan commitments is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets. At December 31, 2024 and 2023, the reserve for unfunded loan commitments was $42,000 and $0.3 million, respectively.
The credit risk associated with these commitments is evaluated in a manner similar to the ACL. The ACL on unfunded loan commitments is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets. At December 31, 2025 and 2024, the ACL on unfunded loan commitments was $0.4 million and $42,000, respectively.
December 31, 2024 December 31, 2023 Commitments to extend credit: Loan commitments $ 377,301 $ 413,019 Standby letters of credit 7,658 17,844 The Company closely monitors the amount of remaining future commitments to borrowers in light of prevailing economic conditions and adjusts these commitments as necessary.
December 31, 2025 December 31, 2024 Commitments to extend credit: Loan commitments $ 431,795 $ 377,301 Standby letters of credit 5,436 7,658 The Company closely monitors the amount of remaining future commitments to borrowers in light of prevailing economic conditions and adjusts these commitments as necessary.
For each of the years ended December 31, 2024 and 2023, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations, or cash flows currently or in the future. 63 Table of Contents Lease Obligations .
For each of the years ended December 31, 2025 and 2024, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations, or cash flows currently or in the future. 59 Table of Contents Lease Obligations The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch operations.
The following table presents, as of December 31, 2024, contractually obligated lease payments due under non-cancelable operating leases by payment date (dollars in thousands).
The Company’s branch locations operated under lease agreements have all been designated as operating leases. The Company does not lease equipment under operating leases, nor does it have leases designated as finance leases. The following table presents, as of December 31, 2025, contractually obligated lease payments due under non-cancelable operating leases by payment date (dollars in thousands).
Removed
The Bank historically has entered into interest rate swap contracts, some of which have been forward starting, to manage exposure against the variability in the expected future cash flows (future interest payments) attributable to changes in the 1-month SOFR associated with the forecasted issuances of 1-month fixed rate debt arising from a rollover strategy.
Added
Less than one year $ 459 One to three years 864 Three to five years 560 Over five years 127 Total $ 2,010 Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets and liabilities.
Removed
An interest rate swap is an agreement whereby one party agrees to pay a fixed rate of interest on a notional principal amount in exchange for receiving a floating rate of interest on the same notional amount for a predetermined period of time, from a second party.
Added
Although independent third parties are often engaged to assist us in the estimation process, management evaluates the results, challenges assumptions used and considers other factors that could impact these estimates. Actual results may differ from these estimates under different assumptions or conditions. For more detailed information about our accounting policies, please refer to Note 1. Summary of Significant Accounting Policies.
Removed
At December 31, 2024 and December 31, 2023, the Company had no current or forward starting interest rate swap agreements. For additional information, see Note 12. Derivative Financial Instruments. During the year ended December 31, 2022, we voluntarily terminated our remaining interest rate swap agreements with a total notional amount of $115.0 million in response to market conditions.
Added
The following discussion presents our critical accounting estimates, which are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Removed
For the year ended December 31, 2022, an unrealized gain of $6.4 million, net of tax expense of $1.7 million, was reclassified from “Accumulated other comprehensive loss” and recorded as “Swap termination fee income” in noninterest income in the accompanying consolidated statement of income.
Added
We believe that the judgments, estimates and assumptions that we use in the preparation of our consolidated financial statements are appropriate. Allowance for Credit Losses . The CECL methodology requires that lifetime expected credit losses be recorded at the time the financial asset is originated or acquired, and be adjusted each period for changes in expected lifetime credit losses.
Removed
For the year ended December 31, 2022, a gain of $4.3 million, net of a $1.2 million tax expense, was recognized in “Other comprehensive loss” in the accompanying consolidated statement of comprehensive income (loss) for the change in fair value of the interest rate swap contracts. 62 Table of Contents The Company also enters into interest rate swap contracts that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement.
Added
The ACL is sensitive to external factors including the general health of the economy, as evidenced by changes in interest rates, gross domestic product, unemployment rates, and changes in real estate demand and values. Management considers these variables and all other available information when establishing the final level of the allowance.
Removed
Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreemen t.
Added
These variables and others have the ability to result in actual loan losses that differ from the originally estimated amounts. Changes in the factors used by management to determine the appropriateness of the allowance or the availability of new information could cause the allowance to be increased or decreased in future periods.
Removed
The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC Topic 815, “ Derivatives and Hedging, ” and are marked to market through earnings.
Added
The Company’s management considers available forecasts, current events not captured and our specific portfolio characteristics and applies weights to the scenario output based on a best estimate of likely outcomes. Changing economic conditions have introduced enhanced estimation uncertainty in the forecasts used to estimate expected credit loss.
Removed
As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC Topic 820, “ Fair Value Measurement. ” The Company did not recognize any gains or losses in other income resulting from fair value adjustments during the years ended December 31, 2024 , 2023 , and 2022 .
Added
Our credit loss models were built using historical data that may not correlate to existing economic conditions. Such forecasted information is inherently uncertain and, therefore, actual results may differ significantly from management’s estimates.
Removed
At December 31, 2024 and 2023 , we had notional amounts of $186.9 million and $174.9 million, respectively, in interest rate swap contracts with customers and $186.9 million and $174.9 million, respectively, in offsetting interest rate swap contracts with other financial institutions.
Added
The quantitative loss rate analysis is supplemented by a review of qualitative factors that considers whether conditions differ from those existing during the historical periods used in the development of the credit loss models.
Removed
At December 31, 2024 and 2023 , the fair values of the swap contracts consisted of gross assets of $17.2 million and $17.3 million, respectively, and gross liabilities of $17.2 million and $17.3 million, respectively, recorded in “Other assets” and “Accrued taxes and other liabilities,” respectively, in the accompanying consolidated balance sheets. Unfunded Commitments.
Added
Such factors include, but are not limited to, changes in current and expected future economic conditions, changes in the nature and volume of the portfolio, changes in levels of concentrations, changes in the volume and severity of past due loans, changes in lending policies and personnel, changes in the competitive and regulatory environment of the banking industry and changes in other external factors.
Removed
The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch operations. The Company’s branch locations operated under lease agreements have all been designated as operating leases. The Company does not lease equipment under operating leases, nor does it have leases designated as finance leases.
Added
While quantitative data for these factors is used where available, there is significant judgment applied in these processes. 60 Table of Contents For credits that are individually evaluated, a specific allowance is calculated as the shortfall between the credit’s value and the Bank’s exposure.
Removed
Less than one year $ 449 One to three years 805 Three to five years 742 Over five years 350 Total $ 2,346 On January 27, 2023, we completed the previously announced sale of certain assets, deposits and other liabilities associated with the Alice and Victoria, Texas branch locations.
Added
The loan’s value is measured by either the fair value of the collateral of the loan based on third-party appraisals if it is collateral dependent, or based on a discounted cash flow methodology. Collatera l on impaired loans may include, but is not limited to, commercial and residential real estate and accounts receivable.
Removed
Upon the completion of the sale, we recorded $0.3 million of occupancy expense to terminate the remaining contractually obligated lease payments due under non-cancelable operating leases. Item 7A. Quantitative and Qualitative Disclosures about Market Risk The information contained in
Added
Values for impaired credits are highly subjective and based on information available at the time of valuation and the current resolution strategy. These values are difficult to assess and have heightened uncertainty resulting from current market conditions. Actual results could differ from these estimates.
Added
Management considers the appropriateness of these critical assumptions as part of its allowance review and believes the ACL level is appropriate based on information available through the financial statement date. Please refer to Note 3. Loans and Allowance for Credit Losses, and Note 1. Summary of Significant Accounting Policies – Allowance for Credit Losses for additional discussion.
Added
Loan Acquisition Accounting . Financial assets acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans.
Added
The fa ir value of acquired loans is determined using a discounted cash flow model based on assumptions regarding the amount and timing of principal and interest prepayments, estimated payments, estimated default rates, estimated loss severity in the event of defaults, and current market rates.
Added
Purchased financial assets are accounted for based upon a determination of whether they were purchased as PCD loans, loans with more-than insignificant amount of credit deterioration, or non-PCD loans, loans with an insignificant amount of credit deterioration.
Added
For PCD loans, the CECL estimate is recognized through the ACL with an offset to the amortized cost basis of the PCD loan at the date of acquisition. Subsequent changes in the ACL for PCD assets are recognized through a provision for credit losses on loans. Please refer to Note 1.
Added
Summary of Significant Accounting Policies – Acquisition Accounting , for additional discussion. Item 7A. Quantitative and Qualitative Disclosures about Market Risk The information contained in

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

243 edited+103 added71 removed200 unchanged
Biggest changeWe have served as the Company’s auditor since 2020. /s/ HORNE LLP Baton Rouge, Louisiana March 12, 2025 68 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share data) December 31, 2024 2023 ASSETS Cash and due from banks $ 26,623 $ 28,285 Interest-bearing balances due from other banks 1,299 3,724 Cash and cash equivalents 27,922 32,009 Available for sale securities at fair value (amortized cost of $ 392,564 and $ 419,283 , respectively) 331,121 361,918 Held to maturity securities at amortized cost (estimated fair value of $ 42,144 and $ 20,513 , respectively) 42,687 20,472 Loans 2,125,084 2,210,619 Less: allowance for credit losses (26,721 ) (30,540 ) Loans, net 2,098,363 2,180,079 Equity securities at fair value 2,593 1,180 Nonmarketable equity securities 16,502 13,417 Bank premises and equipment, net of accumulated depreciation of $ 21,853 and $ 19,476 , respectively 40,705 44,183 Other real estate owned, net 5,218 4,438 Accrued interest receivable 14,423 14,366 Deferred tax asset 17,120 16,910 Goodwill and other intangible assets, net 41,696 42,320 Bank owned life insurance 59,703 58,797 Other assets 24,759 25,066 Total assets $ 2,722,812 $ 2,815,155 LIABILITIES Deposits: Noninterest-bearing $ 432,143 $ 448,752 Interest-bearing 1,913,801 1,806,975 Total deposits 2,345,944 2,255,727 Advances from Federal Home Loan Bank 67,215 23,500 Borrowings under Bank Term Funding Program 212,500 Repurchase agreements 8,376 8,633 Subordinated debt, net of unamortized issuance costs 16,697 44,320 Junior subordinated debt 8,733 8,630 Accrued taxes and other liabilities 34,551 35,077 Total liabilities 2,481,516 2,588,387 Commitments and contingencies (Note 19) STOCKHOLDERS’ EQUITY Preferred stock, no par value per share; 5,000,000 shares authorized; none issued or outstanding Common stock, $ 1.00 par value per share; 40,000,000 shares authorized; 9,828,413 and 9,748,067 shares issued and outstanding, respectively 9,828 9,748 Surplus 146,890 145,456 Retained earnings 132,935 116,711 Accumulated other comprehensive loss (48,357 ) (45,147 ) Total stockholders’ equity 241,296 226,768 Total liabilities and stockholders’ equity $ 2,722,812 $ 2,815,155 See accompanying notes to the consolidated financial statements. 69 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except share data) For the years ended December 31, 2024 2023 2022 INTEREST INCOME Interest and fees on loans $ 128,498 $ 117,892 $ 93,373 Interest on investment securities Taxable 11,047 12,372 9,796 Tax-exempt 1,249 693 482 Other interest income 3,071 2,244 918 Total interest income 143,865 133,201 104,569 INTEREST EXPENSE Interest on deposits 61,510 42,072 6,250 Interest on borrowings 12,602 16,609 8,534 Total interest expense 74,112 58,681 14,784 Net interest income 69,753 74,520 89,785 Provision for credit losses (3,480 ) (2,000 ) 2,922 Net interest income after provision for credit losses 73,233 76,520 86,863 NONINTEREST INCOME Service charges on deposit accounts 3,241 3,090 3,090 (Loss) gain on call or sale of investment securities, net (753 ) (323 ) 6 Gain (loss) on sale or disposition of fixed assets, net 427 (1,323 ) (258 ) Gain (loss) on sale of other real estate owned, net 683 (114 ) 9 Swap termination fee income 8,077 Gain on sale of loans 75 37 Servicing fees and fee income on serviced loans 14 74 Interchange fees 1,615 1,697 2,036 Income from bank owned life insurance 4,886 1,417 1,305 Change in the fair value of equity securities 413 (65 ) (90 ) Income from legal settlement 1,122 Income from insurance proceeds 1,384 Other operating income 2,571 2,070 2,680 Total noninterest income 14,205 6,538 18,350 Income before noninterest expense 87,438 83,058 105,213 NONINTEREST EXPENSE Depreciation and amortization 3,095 3,780 4,435 Salaries and employee benefits 38,615 37,143 34,974 Occupancy 2,576 2,994 2,915 Data processing 3,611 3,482 3,600 Marketing 370 302 262 Professional fees 1,797 1,933 1,774 (Gain) loss on early extinguishment of subordinated debt (292 ) 222 Other operating expenses 13,260 12,996 12,683 Total noninterest expense 63,032 62,630 60,865 Income before income tax expense 24,406 20,428 44,348 Income tax expense 4,154 3,750 8,639 Net income $ 20,252 $ 16,678 $ 35,709 EARNINGS PER SHARE Basic earnings per share $ 2.06 $ 1.69 $ 3.54 Diluted earnings per share 2.04 1.69 3.50 Cash dividends declared per common share 0.41 0.395 0.365 See accompanying notes to the consolidated financial statements. 70 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Amounts in thousands) For the years ended December 31, 2024 2023 2022 Net income $ 20,252 $ 16,678 $ 35,709 Other comprehensive (loss) income: Investment securities: Unrealized (loss) gain, available for sale, net of tax (benefit) expense of ($ 1,026 ), $ 951 , and ($ 12,993 ), respectively (3,805 ) 3,510 (48,019 ) Reclassification of realized loss (gain), available for sale, net of tax benefit (expense) of $ 158 , $ 67 , and ($ 1 ), respectively 595 256 (5 ) Unrealized loss, transfer from available for sale to held to maturity, net of tax benefit of $ 0 for all respective periods (1 ) Derivative financial instruments: Change in fair value of interest rate swaps designated as cash flow hedges, net of tax expense of $ 0 , $ 0 , and $ 1,151 , respectively 4,329 Reclassification of realized gain, interest rate swap termination, net of tax expense of $ 0 , $ 0 , and $ 1,697 , respectively (6,380 ) Total other comprehensive (loss) income (3,210 ) 3,766 (50,076 ) Total comprehensive income (loss) $ 17,042 $ 20,444 $ (14,367 ) See accompanying notes to the consolidated financial statements. 71 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (Amounts in thousands, except share data) Accumulated Other Total Common Retained Comprehensive Stockholders’ Stock Surplus Earnings Income (Loss) Equity Balance, January 1, 2022 $ 10,343 $ 154,932 $ 76,160 $ 1,163 $ 242,598 Surrendered shares (24 ) (462 ) (486 ) Shares repurchased (519 ) (10,021 ) (10,540 ) Options exercised 10 123 133 Dividends declared, $ 0.365 per share (3,663 ) (3,663 ) Stock-based compensation 92 2,015 2,107 Net income 35,709 35,709 Other comprehensive loss, net (50,076 ) (50,076 ) Balance, December 31, 2022 $ 9,902 $ 146,587 $ 108,206 $ (48,913 ) $ 215,782 Cumulative effect of adoption of ASU 2016-13, net (4,295 ) (4,295 ) Surrendered shares (22 ) (330 ) (352 ) Shares repurchased (222 ) (2,804 ) (3,026 ) Options exercised 8 97 105 Dividends declared, $ 0.395 per share (3,878 ) (3,878 ) Stock-based compensation 82 1,906 1,988 Net income 16,678 16,678 Other comprehensive income, net 3,766 3,766 Balance, December 31, 2023 $ 9,748 $ 145,456 $ 116,711 $ (45,147 ) $ 226,768 Surrendered shares (95 ) (1,401 ) (1,496 ) Shares repurchased (19 ) (286 ) (305 ) Options exercised 96 1,263 1,359 Dividends declared, $ 0.41 per share (4,028 ) (4,028 ) Stock-based compensation 98 1,858 1,956 Net income 20,252 20,252 Other comprehensive loss, net (3,210 ) (3,210 ) Balance, December 31, 2024 $ 9,828 $ 146,890 $ 132,935 $ (48,357 ) $ 241,296 See accompanying notes to the consolidated financial statements. 72 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) For the years ended December 31, 2024 2023 2022 Cash flows from operating activities Net income $ 20,252 $ 16,678 $ 35,709 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,095 3,780 4,435 Provision for credit losses (3,480 ) (2,000 ) 2,922 Net accretion of purchase accounting adjustments (32 ) (274 ) (95 ) Provision for other real estate owned 233 Net (accretion) amortization of securities (62 ) (62 ) 972 Loss (gain) on call or sale of investment securities, net 753 323 (6 ) (Gain) loss on sale or disposition of fixed assets, net (427 ) 1,323 258 (Gain) loss on sale of other real estate owned, net (683 ) 114 (9 ) Gain on sale of loans to First Community Bank (75 ) (Gain) loss on early extinguishment of subordinated debt (292 ) 222 FHLB stock dividend (194 ) (642 ) (152 ) Stock-based compensation 1,956 1,988 2,107 Deferred taxes 659 (350 ) (655 ) Net change in value of bank owned life insurance (1,771 ) (1,417 ) (1,305 ) Gain on bank owned life insurance death benefit proceeds (3,115 ) Amortization of subordinated debt issuance costs 83 95 66 Change in the fair value of equity securities (413 ) 65 90 Loans held for sale: Originations (624 ) Proceeds from sales 1,281 Gain on sale of loans (37 ) Net change in: Accrued interest receivable (57 ) (518 ) (1,394 ) Other assets 376 5,772 (1,732 ) Accrued taxes and other liabilities (954 ) 1,447 695 Net cash provided by operating activities 15,927 26,247 42,748 Cash flows from investing activities Proceeds from sales of investment securities available for sale 18,048 14,974 Purchases of securities available for sale (27,590 ) (107,904 ) (181,636 ) Purchases of securities held to maturity (27,000 ) (14,056 ) Proceeds from maturities, prepayments and calls of investment securities available for sale 35,576 140,712 60,173 Proceeds from maturities, prepayments and calls of investment securities held to maturity 4,779 1,879 1,933 Proceeds from redemption or sale of nonmarketable equity securities 1,872 17,429 Purchases of nonmarketable equity securities (4,763 ) (4,196 ) (10,865 ) Proceeds from redemption or sale of equity securities at fair value 1,225 Purchases of equity securities at fair value (1,000 ) (750 ) Net decrease (increase) in loans 83,283 41,999 (225,090 ) Proceeds from sales of other real estate owned 2,070 1,484 6,071 Proceeds from sales of fixed assets 1,341 42 4,692 Purchases of loans (163,842 ) Purchases of fixed assets (506 ) (1,072 ) (1,056 ) Purchases of bank owned life insurance (10,000 ) (5,000 ) Proceeds from surrender of bank owned life insurance 8,440 Proceeds from bank owned life insurance death benefits 5,540 Purchases of other investments (319 ) (617 ) (718 ) Distributions from investments 294 274 34 Cash paid for branch sale to First Community Bank, net of cash received (596 ) Net cash provided by (used in) investing activities 90,065 (73,490 ) (350,987 ) 73 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (Amounts in thousands) For the years ended December 31, 2024 2023 2022 Cash flows from financing activities Net increase (decrease) in customer deposits 90,291 188,125 (38,249 ) Net (decrease) increase in repurchase agreements (257 ) 8,633 (5,783 ) Net increase (decrease) in short-term FHLB advances 7,215 (333,500 ) 333,500 Net (decrease) increase in borrowings under the Bank Term Funding Program (212,500 ) 212,500 Proceeds from long-term FHLB advances 60,000 Repayment of long-term FHLB advances (23,500 ) (30,000 ) (25,000 ) Cash dividends paid on common stock (3,972 ) (3,844 ) (3,552 ) Payments to repurchase common stock (305 ) (3,026 ) (10,540 ) Proceeds from stock options exercised 337 105 133 Proceeds from subordinated debt, net of issuance costs 19,548 Extinguishment of subordinated debt (27,388 ) (18,600 ) Net cash (used in) provided by financing activities (110,079 ) 38,993 251,457 Net decrease in cash and cash equivalents (4,087 ) (8,250 ) (56,782 ) Cash and cash equivalents, beginning of period 32,009 40,259 97,041 Cash and cash equivalents, end of period $ 27,922 $ 32,009 $ 40,259 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for: Income taxes $ 3,101 $ 2,899 $ 8,887 Interest on deposits and borrowings 74,463 56,773 14,409 SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES Transfer from loans to other real estate owned $ 1,975 $ 3,930 $ 3,327 Transfer from bank premises and equipment to other real estate owned 424 1,425 525 See accompanying notes to the consolidated financial statements. 74 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 1.
Biggest changeBaton Rouge, Louisiana March 16, 2026 63 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share data) December 31, 2025 2024 ASSETS Cash and due from banks $ 26,606 $ 26,623 Interest-bearing balances due from other banks 14,899 1,299 Cash and cash equivalents 41,505 27,922 Available for sale securities at fair value (amortized cost of $ 416,002 and $ 392,564 , respectively) 370,614 331,121 Held to maturity securities at amortized cost (estimated fair value of $ 50,540 and $ 42,144 , respectively) 48,199 42,687 Loans 2,175,973 2,125,084 Less: allowance for credit losses (26,349 ) (26,721 ) Loans, net 2,149,624 2,098,363 Equity securities at fair value 3,354 2,593 Nonmarketable equity securities 17,021 16,502 Bank premises and equipment, net of accumulated depreciation of $ 23,836 and $ 21,853 , respectively 39,534 40,705 Other real estate owned, net 3,374 5,218 Accrued interest receivable 14,289 14,423 Deferred tax asset 14,050 17,120 Goodwill and other intangible assets, net 41,184 41,696 Bank owned life insurance 69,188 59,703 Other assets 21,112 24,759 Total assets $ 2,833,048 $ 2,722,812 LIABILITIES Deposits: Noninterest-bearing $ 445,986 $ 432,143 Interest-bearing 1,904,263 1,913,801 Total deposits 2,350,249 2,345,944 Advances from Federal Home Loan Bank 116,000 67,215 Repurchase agreements 11,183 8,376 Subordinated debt, net of unamortized issuance costs 16,738 16,697 Junior subordinated debt 8,830 8,733 Accrued taxes and other liabilities 28,975 34,551 Total liabilities 2,531,975 2,481,516 Commitments and contingencies (Note 19) STOCKHOLDERS’ EQUITY Preferred stock, no par value per share; 5,000,000 shares authorized; 6.5 % Series A Non-Cumulative Perpetual Convertible Preferred Stock; 32,500 shares ($ 1,000 liquidation preference) issued and outstanding at December 31, 2025 and none issued and outstanding at December 31, 2024 30,353 Common stock, $ 1.00 par value per share; 40,000,000 shares authorized; 9,798,948 and 9,828,413 shares issued and outstanding, respectively 9,799 9,828 Surplus 146,133 146,890 Retained earnings 150,510 132,935 Accumulated other comprehensive loss (35,722 ) (48,357 ) Total stockholders’ equity 301,073 241,296 Total liabilities and stockholders’ equity $ 2,833,048 $ 2,722,812 See accompanying notes to the consolidated financial statements. 64 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) For the years ended December 31, 2025 2024 2023 INTEREST INCOME Interest and fees on loans $ 126,732 $ 128,498 $ 117,892 Interest on investment securities Taxable 11,940 11,047 12,372 Tax-exempt 2,743 1,249 693 Other interest income 2,601 3,071 2,244 Total interest income 144,016 143,865 133,201 INTEREST EXPENSE Interest on deposits 57,868 61,510 42,072 Interest on borrowings 5,375 12,602 16,609 Total interest expense 63,243 74,112 58,681 Net interest income 80,773 69,753 74,520 Reversal of credit losses (3,391 ) (3,480 ) (2,000 ) Net interest income after reversal of credit losses 84,164 73,233 76,520 NONINTEREST INCOME Service charges on deposit accounts 3,256 3,241 3,090 Gain (loss) on call or sale of investment securities, net 18 (753 ) (323 ) (Loss) gain on sale or disposition of fixed assets, net (8 ) 427 (1,323 ) Gain (loss) on sale of other real estate owned, net 29 683 (114 ) Gain on sale of loans 75 Servicing fees and fee income on serviced loans 14 Interchange fees 1,574 1,615 1,697 Income from bank owned life insurance 1,985 4,886 1,417 Change in the fair value of equity securities 261 413 (65 ) Income from legal settlement 1,122 Other operating income 2,348 2,571 2,070 Total noninterest income 9,463 14,205 6,538 Income before noninterest expense 93,627 87,438 83,058 NONINTEREST EXPENSE Depreciation and amortization 2,792 3,095 3,780 Salaries and employee benefits 40,228 38,615 37,143 Occupancy 2,667 2,576 2,994 Data processing 3,456 3,611 3,482 Marketing 429 370 302 Professional fees 2,076 1,797 1,933 Gain on early extinguishment of subordinated debt (292 ) Acquisition expense 1,036 Other operating expenses 13,057 13,260 12,996 Total noninterest expense 65,741 63,032 62,630 Income before income tax expense 27,886 24,406 20,428 Income tax expense 4,982 4,154 3,750 Net income 22,904 20,252 16,678 Preferred stock dividends declared 1,056 Net income available to common shareholders $ 21,848 $ 20,252 $ 16,678 EARNINGS PER COMMON SHARE Basic earnings per common share $ 2.22 $ 2.06 $ 1.69 Diluted earnings per common share 2.13 2.04 1.69 See accompanying notes to the consolidated financial statements. 65 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in thousands) For the years ended December 31, 2025 2024 2023 Net income $ 22,904 $ 20,252 $ 16,678 Other comprehensive income (loss): Investment securities: Unrealized gain (loss), available for sale, net of tax expense (benefit) of $ 3,423 , ($ 1,026 ), and $ 951 , respectively 12,650 (3,805 ) 3,510 Reclassification of realized (gain) loss, available for sale, net of tax (expense) benefit of ($ 3 ), $ 158 , and $ 67 , respectively (15 ) 595 256 Total other comprehensive income (loss) 12,635 (3,210 ) 3,766 Total comprehensive income $ 35,539 $ 17,042 $ 20,444 See accompanying notes to the consolidated financial statements. 66 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (Amounts in thousands, except per share data) Preferred Stock Common Stock Surplus Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Stockholders’ Equity Balance, January 1, 2023 $ $ 9,902 $ 146,587 $ 108,206 $ (48,913 ) $ 215,782 Cumulative effect of adoption of ASC 326, net (4,295 ) (4,295 ) Surrendered shares (22 ) (330 ) (352 ) Shares repurchased (222 ) (2,804 ) (3,026 ) Options exercised 8 97 105 Common stock dividends declared, $ 0.395 per share (3,878 ) (3,878 ) Stock-based compensation 82 1,906 1,988 Net income 16,678 16,678 Other comprehensive income, net 3,766 3,766 Balance, December 31, 2023 9,748 145,456 116,711 (45,147 ) 226,768 Surrendered shares (95 ) (1,401 ) (1,496 ) Shares repurchased (19 ) (286 ) (305 ) Options exercised 96 1,263 1,359 Common stock dividends declared, $ 0.41 per share (4,028 ) (4,028 ) Stock-based compensation 98 1,858 1,956 Net income 20,252 20,252 Other comprehensive loss, net (3,210 ) (3,210 ) Balance, December 31, 2024 9,828 146,890 132,935 (48,357 ) 241,296 Surrendered shares (57 ) (951 ) (1,008 ) Shares repurchased (114 ) (2,179 ) (2,293 ) Options exercised 34 501 535 Common stock dividends declared, $ 0.435 per share (4,273 ) (4,273 ) Preferred stock dividends declared, $ 32.50 per share (1,056 ) (1,056 ) Preferred stock issuance, net of issuance costs 30,353 30,353 Stock-based compensation 108 1,872 1,980 Net income 22,904 22,904 Other comprehensive income, net 12,635 12,635 Balance, December 31, 2025 $ 30,353 $ 9,799 $ 146,133 $ 150,510 $ (35,722 ) $ 301,073 See accompanying notes to the consolidated financial statements. 67 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) For the years ended December 31, 2025 2024 2023 Cash flows from operating activities Net income $ 22,904 $ 20,252 $ 16,678 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,792 3,095 3,780 Reversal of credit losses (3,391 ) (3,480 ) (2,000 ) Net amortization (accretion) of purchase accounting adjustments 59 (32 ) (274 ) Provision for other real estate owned 434 233 Net accretion of securities (673 ) (62 ) (62 ) (Gain) loss on call or sale of investment securities, net (18 ) 753 323 Loss (gain) on sale or disposition of fixed assets, net 8 (427 ) 1,323 (Gain) loss on sale of other real estate owned, net (29 ) (683 ) 114 Gain on sale of loans (75 ) Gain on early extinguishment of subordinated debt (292 ) FHLB stock dividend (273 ) (194 ) (642 ) Stock-based compensation 1,980 1,956 1,988 Deferred taxes (349 ) 659 (350 ) Net change in value of BOLI (1,985 ) (1,771 ) (1,417 ) Gain on BOLI death benefit proceeds (3,115 ) Amortization of subordinated debt issuance costs 42 83 95 Change in the fair value of equity securities (261 ) (413 ) 65 Net change in: Accrued interest receivable 135 (57 ) (518 ) Other assets (2,009 ) 376 5,772 Accrued taxes and other liabilities (1,150 ) (954 ) 1,447 Net cash provided by operating activities 18,216 15,927 26,247 Cash flows from investing activities Proceeds from sales of investment securities available for sale 18,048 14,974 Purchases of securities available for sale (74,974 ) (27,590 ) (107,904 ) Purchases of securities held to maturity (8,300 ) (27,000 ) (14,056 ) Proceeds from maturities, prepayments and calls of investment securities available for sale 52,231 35,576 140,712 Proceeds from maturities, prepayments and calls of investment securities held to maturity 2,783 4,779 1,879 Proceeds from redemption or sale of nonmarketable equity securities 2,491 1,872 17,429 Purchases of nonmarketable equity securities (2,738 ) (4,763 ) (4,196 ) Purchases of equity securities at fair value (500 ) (1,000 ) Net (increase) decrease in loans (49,530 ) 83,283 41,999 Proceeds from sales of other real estate owned 3,126 2,070 1,484 Proceeds from sales of fixed assets 1,341 42 Purchases of loans (163,842 ) Purchases of fixed assets (1,383 ) (506 ) (1,072 ) Purchases of BOLI (7,500 ) (10,000 ) Proceeds from surrender of BOLI 8,440 Proceeds from BOLI death benefits 5,540 Purchases of other investments (230 ) (319 ) (617 ) Distributions from investments 618 294 274 Cash paid for branch sale to First Community Bank, net of cash received (596 ) Net cash (used in) provided by investing activities (83,906 ) 90,065 (73,490 ) 68 Table of Contents INVESTAR HOLDING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (Amounts in thousands) For the years ended December 31, 2025 2024 2023 Cash flows from financing activities Net increase in customer deposits 4,313 90,291 188,125 Net increase (decrease) in repurchase agreements 2,807 (257 ) 8,633 Net increase (decrease) in short-term FHLB advances 28,785 7,215 (333,500 ) Net (decrease) increase in borrowings under the BTFP (212,500 ) 212,500 Proceeds from long-term FHLB advances 20,000 60,000 Repayment of long-term FHLB advances (23,500 ) (30,000 ) Cash dividends paid on common stock (4,227 ) (3,972 ) (3,844 ) Payments to repurchase common stock (2,293 ) (305 ) (3,026 ) Proceeds from stock options exercised 63 337 105 Proceeds from preferred stock offering, net of issuance costs 30,353 Cash dividends paid on preferred stock (528 ) Extinguishment of subordinated debt (27,388 ) Net cash provided by (used in) financing activities 79,273 (110,079 ) 38,993 Net increase (decrease) in cash and cash equivalents 13,583 (4,087 ) (8,250 ) Cash and cash equivalents, beginning of period 27,922 32,009 40,259 Cash and cash equivalents, end of period $ 41,505 $ 27,922 $ 32,009 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for: Interest on deposits and borrowings $ 63,119 $ 74,463 $ 56,773 Income taxes total 5,889 3,101 2,899 Federal 5,630 2,990 2,828 State 259 111 71 SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES Transfer from loans to other real estate owned $ 1,687 $ 1,975 $ 3,930 Transfer from bank premises and equipment to other real estate owned 424 1,425 See accompanying notes to the consolidated financial statements. 69 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 1.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB.
Any unpaid interest previously accrued on nonaccrual loans is reversed from incom e. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due.
Any unpaid interest previously accrued on nonaccrual loans is reversed from interest incom e. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Investar Holding Corporation is a financial holding company headquartered in Baton Rouge, Louisiana, that provides, through its wholly-owned subsidiary, Investar Bank, National Association, full banking services, excluding trust services, tailored primarily to meet the needs of individuals, professionals, and small to medium-sized businesses throughout its markets in south Louisiana, southeast Texas and Alabama.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Investar Holding Corporation is a financial holding company headquartered in Baton Rouge, Louisiana, that provides, through its wholly-owned subsidiary, Investar Bank, National Association, full banking services, excluding trust services, tailored primarily to meet the needs of individuals, professionals, and small to medium-sized businesses throughout its markets in south Louisiana, Texas and Alabama.
The BTFP was a one -year program which provided additional liquidity through borrowings with a term of up to one year secured by the pledging of certain qualifying securities and other assets, valued at par value. At December 31, 2024 , the Company had no outstanding borrowings under the BTFP.
The BTFP was a one -year program which provided additional liquidity through borrowings with a term of up to one year secured by the pledging of certain qualifying securities and other assets, valued at par value. At December 31, 2025 and 2024 , the Company had no outstanding borrowings under the BTFP.
The table below shows the assumptions used for the stock options granted during the years ended December 31, 2024 and 2023 . 2024 2023 Dividend yield 2.45 % 2.72 % Expected volatility 40.80 % 38.31 % Risk-free interest rate 4.29 % 3.56 % Expected term (in years) 6.5 6.5 Weighted average grant date fair value $ 6.04 $ 4.58 105 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Restricted Stock Units The Company grants time-vested RSUs to its non-employee directors and certain officers, with vesting terms ranging from two years to five years.
The table below shows the assumptions used for the stock options granted during the years ended December 31, 2024 and 2023. 2024 2023 Dividend yield 2.45 % 2.72 % Expected volatility 40.80 % 38.31 % Risk-free interest rate 4.29 % 3.56 % Expected term (in years) 6.5 6.5 Weighted average grant date fair value $ 6.04 $ 4.58 101 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Restricted Stock Units The Company grants time-vested RSUs to its non-employee directors and certain officers, with vesting terms ranging from two years to five years.
From April 15, 2027 to but excluding the stated maturity date or earlier redemption date, the 2032 Notes will bear interest a floating rate equal to the then current three -month term SOFR, plus 277 basis points.
From April 15, 2027 to but excluding the stated maturity date or earlier redemption date, the 2032 Notes will bear interest at a floating rate equal to the then current three -month term SOFR, plus 277 basis points.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. 80 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements The Company has adopted accounting guidance related to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. 75 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements The Company has adopted accounting guidance related to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.
Accordingly, the ultimate collectability of a substantial portion of the loan portfolio is susceptible to changes in market conditions in these areas. 89 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Credit Quality Indicators Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.
Accordingly, the ultimate collectability of a substantial portion of the loan portfolio is susceptible to changes in market conditions in these areas. 84 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Credit Quality Indicators Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.
This type of preferred stock allows the board of directors to fix the designations, preferences and relative, participating, optional or other special rights, and qualifications and limitations or restrictions of any series of preferred stock without further shareholder approval.
This type of preferred stock allows the Board to fix the designations, preferences and relative, participating, optional or other special rights, and qualifications and limitations or restrictions of any series of preferred stock without further shareholder approval.
Declines in the fair value of AFS securities that are not considered credit related are recognized in accumulated other comprehensive income or loss. 77 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Expected credit losses on HTM securities are recorded in an ACL and estimated using a probability of loss model based on reasonable and supportable forecasts.
Declines in the fair value of AFS securities that are not considered credit related are recognized in accumulated other comprehensive income or loss. 72 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Expected credit losses on HTM securities are recorded in an ACL and estimated using a probability of loss model based on reasonable and supportable forecasts.
Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow analysis that applies market interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits. Short-Term Borrowings The carrying amounts of federal funds purchased, repurchase agreements, and other short-term borrowings approximate their fair values.
Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow analysis that applies market interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits. Short-Term Borrowings The carrying amounts of federal funds purchased, repurchase agreements, and other short-term borrowings approximate their fair values because of their short-term nature.
For each pool of loans, the Company evaluates and applies qualitative adjustments to the calculated ACL based on several factors, including, but not limited to, changes in current and expected future economic conditions, changes in the nature and volume of the portfolio, changes in levels of concentrations, changes in the volume and severity of past due loans, changes in lending policies and personnel and changes in the competitive and regulatory environment of the banking industry.
For each pool of loans, the Company evaluates and applies qualitative adjustments to the calculated ACL based on several factors, including, but not limited to, changes in current and expected future economic conditions, changes in the nature and volume of the portfolio, changes in levels of concentrations, changes in the volume and severity of past due loans, changes in lending policies and personnel, changes in the competitive and regulatory environment of the banking industry and changes in other external factors.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Stock Ownership Except as provided below, the information required by Item 12 is incorporated by reference to the 2025 Proxy Statement. Securities Authorized for Issuance under Equity Compensation Plans The following table presents certain information regarding our equity compensation plans as of December 31, 2024.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Stock Ownership Except as provided below, the information required by Item 12 is incorporated by reference to the 2026 Proxy Statement. Securities Authorized for Issuance under Equity Compensation Plans The following table presents certain information regarding our equity compensation plans as of December 31, 2025.
Management, with the participation of the Company’s principal executive officer and principal financial officer, conducted an assessment of the effectiveness of the Company’s system of internal control over financial reporting as of December 31, 2024, based on criteria for effective internal control over financial reporting described in the “Internal Control - Integrated Framework,” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Management, with the participation of the Company’s principal executive officer and principal financial officer, conducted an assessment of the effectiveness of the Company’s system of internal control over financial reporting as of December 31, 2025, based on criteria for effective internal control over financial reporting described in the “Internal Control - Integrated Framework,” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Twelve months ended December 31, 2024 2023 2022 Proceeds from sales $ 18,048 $ 14,974 $ Gross gains $ $ 2 $ Gross losses $ (754 ) $ (325 ) $ The amortized cost and approximate fair value of investment securities classified as HTM are summarized below as of the dates presented (dollars in thousands).
Twelve months ended December 31, 2025 2024 2023 Proceeds from sales $ $ 18,048 $ 14,974 Gross gains $ $ $ 2 Gross losses $ $ (754 ) $ (325 ) The amortized cost and approximate fair value of investment securities classified as HTM are summarized below as of the dates presented (dollars in thousands).
Financial Statements and Supplementary Data Management s Report on Internal Control over Financial Reporting To the Stockholders and Board of Directors Investar Holding Corporation Baton Rouge, Louisiana Investar Holding Corporation (the “Company”) is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this Annual Report on Form 10-K.
Management s Report on Internal Control over Financial Reporting Management s Report on Internal Control over Financial Reporting To the Stockholders and Board of Directors Investar Holding Corporation Baton Rouge, Louisiana Investar Holding Corporation (the “Company”) is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this Annual Report on Form 10-K.
Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Fair value is best determined based upon quoted market prices or exit prices.
FAIR VALUES OF FINANCIAL INSTRUMENTS The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Fair value is best determined based upon quoted market prices or exit prices.
These derivative instruments are classified in level 2 of the fair value hierarchy. 109 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Assets and liabilities measured at fair value on a recurring basis are summarized in the table below as of the dates indicated (dollars in thousands).
These derivative instruments are classified in level 2 of the fair value hierarchy. 105 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Assets and liabilities measured at fair value on a recurring basis are summarized in the table below as of the dates indicated (dollars in thousands).
FASB ASC Topic 220 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses Update No. 2024 - 03 ( ASU 2024 - 03 ”).
FASB ASC Topic 220 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses Update No. 2024 - 03 ( ASU 2024 - 03” ) .
For the years ended December 31, 2024, 2023 and 2022 , there were no gains or losses included in earnings related to the change in fair value of the assets measured on a recurring basis using significant unobservable inputs held at the end of the period.
For the years ended December 31, 2025, 2024 and 2023 , there were no gains or losses included in earnings related to the change in fair value of the assets measured on a recurring basis using significant unobservable inputs held at the end of the period.
The types of collateral that secure collateral dependent loans are discussed under “Portfolio Segment Risk Factors” below. 88 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Portfolio Segment Risk Factors The following describes the risk characteristics relevant to each of the Company’s loan portfolio segments.
The types of collateral that secure collateral dependent loans are discussed under “Portfolio Segment Risk Factors” below. 83 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Portfolio Segment Risk Factors The following describes the risk characteristics relevant to each of the Company’s loan portfolio segments.
Upon the completion of the sale, the Bank recorded $0.3 million of occupancy expense to terminate the remaining contractually obligated lease payments due under non-cancelable operating leases. 98 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 7.
Upon the completion of the sale, the Bank recorded $0.3 million of occupancy expense to terminate the remaining contractually obligated lease payments due under non-cancelable operating leases. 93 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 7.
Thus, provisions for deferred taxes are recorded in recognition of such temporary differences. Deferred taxes are determined utilizing a liability method whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the reported amounts of existing assets and liabilities and their respective tax basis.
Thus, provisions for deferred taxes are recorded in recognition of such temporary differences. Deferred taxes are determined utilizing the asset and liability method whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the reported amounts of existing assets and liabilities and their respective tax basis.
Employer matching contributions to the 401 (k) Plan for each of the years ended December 31, 2024, 2023 and 2022 were approximately $1.1 million, $1.0 million and $1.0 million, respectively, and are included in “Salaries and employee benefits” in the accompanying consolidated statements of income.
Employer matching contributions to the 401 (k) Plan for each of the years ended December 31, 2025, 2024 and 2023 were approximately $1.1 million, $1.1 million and $1.0 million, respectively, and are included in “Salaries and employee benefits” in the accompanying consolidated statements of income.
A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference to the 2025 Proxy Statement. Item 12.
A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference to the 2026 Proxy Statement. Item 12.
Accounting principles generally accepted in the United States of America state that accounting for treasury stock shall conform to state law. The Company’s consolidated financial statements as of December 31, 2024, 2023 and 2022 reflect this principle.
Accounting principles generally accepted in the United States of America state that accounting for treasury stock shall conform to state law. The Company’s consolidated financial statements as of December 31, 2025, 2024 and 2023 reflect this principle.
The following tables outline the activity in the ACL by collateral type for the years ended December 31, 2024, 2023 and 2022 , and show both the allowance and portfolio balances for loans individually and collectively evaluated for impairment as of December 31, 2024, 2023 and 2022 (dollars in thousands).
The following tables outline the activity in the ACL by collateral type for the years ended December 31, 2025, 2024 and 2023 , and show both the allowance and portfolio balances for loans individually and collectively evaluated for impairment as of December 31, 2025, 2024 and 2023 (dollars in thousands).
There were no assets or liabilities recorded in the accompanying consolidated balance sheets at December 31, 2024 or December 31, 2023 associated with the swap contracts, other than interest rate swaps related to customer loans, described below.
There were no assets or liabilities recorded in the accompanying consolidated balance sheets at December 31, 2025 or December 31, 2024 associated with the swap contracts, other than interest rate swaps related to customer loans, described below.
The following table provides quantitative information about significant unobservable inputs used in fair value measurements of level 3 assets measured at fair value on a recurring basis at December 31, 2024 and 2023 (dollars in thousands).
The following table provides quantitative information about significant unobservable inputs used in fair value measurements of level 3 assets measured at fair value on a recurring basis at December 31, 2025 and 2024 (dollars in thousands).
During the year ended December 31, 2023 , the amount of loans that were modified to borrowers experiencing financial difficulty was immaterial. 95 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 4.
During the year ended December 31, 2023, the amount of loans that were modified to borrowers experiencing financial difficulty was immaterial. 90 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 4.
The table below presents the notional amounts and fair values of the Company's derivative financial instruments as well as their classification on the accompanying consolidated balance sheets at December 31, 2024 and December 31, 2023 (dollars in thousands).
The table below presents the notional amounts and fair values of the Company's derivative financial instruments as well as their classification on the accompanying consolidated balance sheets at December 31, 2025 and December 31, 2024 (dollars in thousands).
Derivative Financial Instruments The fair value measurement techniques and assumptions for derivative financial instruments is discussed earlier in the note. The estimated fair values of the Company’s financial instruments at December 31, 2024 and December 31, 2023 are shown below (dollars in thousands).
Derivative Financial Instruments The fair value measurement techniques and assumptions for derivative financial instruments is discussed earlier in the note. The estimated fair values of the Company’s financial instruments at December 31, 2025 and December 31, 2024 are shown below (dollars in thousands).
This classification does not mean that the assets have absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off these assets. 90 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements The tables below present the Company’s loan portfolio by year of origination, category, and credit quality indicator as of December 31, 2024 and December 31, 2023 (dollars in thousands).
This classification does not mean that the assets have absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off these assets. 85 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements The tables below present the Company’s loan portfolio by year of origination, category, and credit quality indicator as of December 31, 2025 and December 31, 2024 (dollars in thousands).
Compensation expense for RSUs is determined based on the market price of the Company’s common stock at the grant date and is applied to the total number of units granted and is recognized on a straight-line basis over the requisite service period of generally five years for employees and two years for non-employee directors.
Compensation expense for RSUs is determined based on the market price of the Company’s common stock at the grant date and is applied to the total number of units granted and is recognized on a straight-line basis over the requisite service period of generally five years for employees and, through the end of 2024, two years for non-employee directors.
Due to the nature of the investments, current market prices, and the current interest rate environment, the Company determined that these declines were not attributable to credit losses at December 31, 2024 and 2023 . 85 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements The amortized cost and approximate fair value of investment debt securities, by contractual maturity, are shown below as of December 31, 2024 (dollars in thousands).
Due to the nature of the investments, current market prices, and the current interest rate environment, the Company determined that these declines were not attributable to credit losses at December 31, 2025 and 2024 . 80 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements The amortized cost and approximate fair value of investment debt securities, by contractual maturity, are shown below as of December 31, 2025 (dollars in thousands).
EARNINGS PER SHARE The following is a summary of the information used in the computation of basic and diluted earnings per common share for the years ended December 31, 2024, 2023 and 2022 (in thousands, except share data).
EARNINGS PER COMMON SHARE The following is a summary of the information used in the computation of basic and diluted earnings per common share for the years ended December 31, 2025, 2024 and 2023 (in thousands, except share and per share data).
The Company had no securities classified as trading as of December 31, 2024 or December 31, 2023 . 84 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements The approximate fair value of AFS securities and unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized below as of the dates presented (dollars in thousands).
The Company had no securities classified as trading as of December 31, 2025 or December 31, 2024 . 79 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements The approximate fair value of AFS securities and unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized below as of the dates presented (dollars in thousands).
Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) December 31, 2024 Assets: Obligations of the U.S.
Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) December 31, 2025 Assets: Obligations of the U.S.
Changes in Internal Control over Financial Reporting There were no changes to internal control over financial reporting during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Changes in Internal Control over Financial Reporting There were no changes to internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
(2) The Investar Holding Corporation 2014 Long-Term Incentive Compensation Plan (the “2014 Plan”) was adopted by the Company’s board of directors on January 15, 2014 and was amended on March 13, 2014.
(3) The Investar Holding Corporation 2014 Long-Term Incentive Compensation Plan (the “2014 Plan”) was adopted by the Company’s board of directors on January 15, 2014 and was amended on March 13, 2014.
Loans acquired are shown in the tables by origination year. The Company had an immaterial amount of revolving loans converted to term loans at December 31, 2024 and December 31, 2023 .
Loans acquired are shown in the tables by origination year. The Company had an immaterial amount of revolving loans converted to term loans at December 31, 2025 and December 31, 2024 .
There are no conditions or events since the regulatory framework for prompt corrective action was issued that management believes have changed the Bank’s category. 114 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements The Company’s and the Bank’s actual capital amounts and ratios as of December 31, 2024 and December 31, 2023 are presented in the tables below (dollars in thousands).
There are no conditions or events since the regulatory framework for prompt corrective action was issued that management believes have changed the Bank’s category. 110 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements The Company’s and the Bank’s actual capital amounts and ratios as of December 31, 2025 and December 31, 2024 are presented in the tables below (dollars in thousands).
Unearned income, or deferred fees, on loans was $1.0 million and $1.1 million at December 31, 2024 and December 31, 2023 , respectively, and is also included in the total loans balance in the table above. The tables below provide an analysis of the aging of loans as of December 31, 2024 and December 31, 2023 (dollars in thousands).
Unearned income, or deferred fees, on loans was $1.6 million and $1.0 million at December 31, 2025 and December 31, 2024 , respectively, and is also included in the total loans balance in the table above. The tables below provide an analysis of the aging of loans as of December 31, 2025 and December 31, 2024 (dollars in thousands).
Financial Statements and Supplementary Data hereof: Report of Independent Registered Public Accounting Firms (PCAOB ID: 171) Consolidated Balance Sheets as of December 31, 2024 and 2023 Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 Notes to Consolidated Financial Statements (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.
Financial Statements and Supplementary Data hereof: Report of Independent Registered Public Accounting Firms (PCAOB ID: 243) Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 Notes to Consolidated Financial Statements (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.
Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations Risk Management hereof is incorporated herein by reference. 64 Table of Contents Item 8.
Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations Risk Management hereof is incorporated herein by reference. 61 Table of Contents Item 8.
The table below shows the aggregate principal balance of loans to such related parties for the years ended December 31, 2024 and 2023 (dollars in thousands).
The table below shows the aggregate principal balance of loans to such related parties for the years ended December 31, 2025 and 2024 (dollars in thousands).
At December 31, 2024 and 2023 , the Company had a liabil ity of $5.6 million and $5.3 million, re spectively, included in “Accrued taxes and other liabilities” on the accompanying consolidated balance sheets related to these deferred compensation plans.
At December 31, 2025 and 2024 , the Company had a liabil ity of $5.5 million and $5.6 million, re spectively, included in “Accrued taxes and other liabilities” on the accompanying consolidated balance sheets related to these deferred compensation plans.
Quantitative information regarding the Company’s operating leases is presented below as of and for the years ended December 31, 2024 and 2023 (dollars in thousands).
Quantitative information regarding the Company’s operating leases is presented below as of and for the years ended December 31, 2025 and 2024 (dollars in thousands).
During 2024 and 2023 , certain executive officers and directors of the Company and the Bank, including companies with which they are affiliated and other related persons, were deposit customers of the Bank. See Note 8. Deposits, regarding total deposits outstanding to these related parties. 117 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 21.
During 2025 and 2024 , certain executive officers and directors of the Company and the Bank, including companies with which they are affiliated and other related persons, were deposit customers of the Bank. See Note 8. Deposits, regarding total deposits outstanding to these related parties. 113 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 21.
Other Information Pursuant to Item 408 (a) of Regulation S-K, none of our directors or executive officers adopted, terminated, or modified a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement during the quarter ended December 31, 2024 . Item 9C.
Pursuant to Item 408 (a) of Regulation S-K, none of our other directors or executive officers adopted, terminated, or modified a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement during the quarter ended December 31, 2025 . Item 9C.
At such date, 628 of the 680 securities had been in a continuous loss position for over 12 months. The approximate fair value of HTM securities, and unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized below as of the dates presented (dollars in thousands).
At such date, 610 of the 675 securities had been in a continuous loss position for over 12 months. The approximate fair value of HTM securities, and unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized below as of the dates presented (dollars in thousands).
The table below shows a summary of the activity in the ACL for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands).
The table below shows a summary of the activity in the ACL for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands).
INCOME TAXES Income tax expense is displayed in the table below for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands).
INCOME TAXES Income tax expense is displayed in the table below for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands).
Item 16. Form 10-K Summary Not applicable. 126 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INVESTAR HOLDING CORPORATION Date: March 12, 2025 by: /s/ John J.
Item 16. Form 10-K Summary Not applicable. 124 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INVESTAR HOLDING CORPORATION Date: March 16, 2026 by: /s/ John J.
Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. During the year ended December 31, 2024 the Company did not provide any modifications under these circumstances to borrowers experiencing financial difficulty.
Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. During the years ended December 31, 2025 and 2024 the Company did not provide any modifications under these circumstances to borrowers experiencing financial difficulty.
OTHER REAL ESTATE OWNED The table below shows the activity in other real estate owned for the years ended December 31, 2024 and 2023 (dollars in thousands).
OTHER REAL ESTATE OWNED The table below shows the activity in other real estate owned for the years ended December 31, 2025 and 2024 (dollars in thousands).
As of December 31, 2024 and 2023 , the Bank was considered well-capitalized under the regulatory framework for prompt corrective action.
As of December 31, 2025 and 2024 , the Bank was considered well-capitalized under the regulatory framework for prompt corrective action.
Deferred compensation expenses related to these plans recognized for the years ended December 31, 2024, 2023 and 2022 were approximately $0.5 million, $0.2 million and $1.0 million, respectively, and are included in “Salaries and employee benefits” in the accompanying consolidated statements of income. NOTE 16.
Deferred compensation expenses related to these plans recognized for the years ended December 31, 2025, 2024 and 2023 were approximately $0.3 million, $0.5 million and $0.2 million, respectively, and are included in “Salaries and employee benefits” in the accompanying consolidated statements of income. NOTE 16.
Less than 12 Months 12 Months or More Total December 31, 2024 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Obligations of the U.S.
Less than 12 Months 12 Months or More Total December 31, 2025 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Obligations of the U.S.
EMPLOYEE BENEFIT PLANS Defined Contribution Plan The Company maintains a 401 (k) defined contribution plan (the “401 (k) Plan”), which covers employees over the age of 21 who have completed three months of credited service, as defined by the 401 (k) Plan.
Defined Contribution Plan The Company maintains a 401 (k) defined contribution plan (the “401 (k) Plan”), which covers employees over the age of 21 who have completed three months of credited service, as defined by the 401 (k) Plan.
D’Angelo John J. D’Angelo President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Date: March 12, 2025 by: /s/ John J. D’Angelo John J.
D’Angelo John J. D’Angelo President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Date: March 16, 2026 by: /s/ John J. D’Angelo John J.
The Company’s collateral dependent loans include all nonaccrual loans shown in the tables above at December 31, 2024 and 2023 .
The Company’s collateral dependent loans include all nonaccrual loans shown in the tables above at December 31, 2025 and 2024 .
The Company holds SBIC qualified funds and other investment funds that do not have a readily determinable fair value. In accordance with ASC 820, these investments are measured at fair value using the net asset value practical expedient and are not required to be classified in the fair value hierarchy.
The Company holds SBIC qualified funds and other investment funds that do not have a readily determinable fair value. These investments are measured at fair value using the net asset value practical expedient and are not required to be classified in the fair value hierarchy.
At December 31, 2024 and December 31, 2023 , the majority of the Company’s level 3 investments were obligations of state and political subdivisions.
At December 31, 2025 and December 31, 2024 , the majority of the Company’s level 3 investments were obligations of state and political subdivisions.
Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Report on Management's Assessment of Internal Control Over Financial Reporting.
Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting.
( 2 ) For the year ended December 31, 2024 , the $3.5 million negative provision for credit losses on the consolidated statement of income includes a $3.2 million negative provision for loan losses and a $0.3 million negative provision for unfunded loan commitments.
For the year ended December 31, 2024 , the $3.5 million reversal of credit losses on the consolidated statement of income includes a $3.2 million reversal of loan losses and a $0.3 million reversal of credit losses on unfunded loan commitments.
For the year ended December 31, 2023 , the $2.0 million negative provision for credit losses on the consolidated statement of income includes a $2.0 million negative provision for loan losses and a $36,000 negative provision for unfunded loan commitments.
For the year ended December 31, 2023 , the $2.0 million reversal of credit losses on the consolidated statement of income includes a $2.0 million reversal of loan losses and a $36,000 reversal of credit losses on unfunded loan commitments.
As of December 31, 2024 , unearned stock-based compensation cost associated with these awards totaled approximately $3.9 million and is expected to be recognized over a weighted average period of 3.1 years. The following table summarizes the restricted stock and RSU activity for the years ended December 31, 2024 and December 31, 2023 .
As of December 31, 2025 , unearned stock-based compensation cost associated with these awards totaled approximately $4.2 million and is expected to be recognized over a weighted average period of 3.3 years. The following table summarizes the restricted stock and RSU activity for the years ended December 31, 2025, 2024 and 2023 .
The Company is also subject to dividend restrictions under the terms of its 2032 Notes and junior subordinated debentures. See Common Stock Dividend Restrictions in Note 13. Stockholders’ Equity, for more information. 115 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 19.
The Company is also subject to dividend restrictions under the terms of its Series A Preferred Stock, 2032 Notes and junior subordinated debentures. See Common Stock Dividend Restrictions in Note 13. Stockholders’ Equity, for more information. 111 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 19.
Public funds deposits as of December 31, 2024 totaled approximately $194.0 million, and were secured by investment securities with a carrying value of approximately $19.1 million and FHLB letters of credit totaling $126.2 million. Public funds deposits as of December 31, 2023 totaled approximately $134.8 million, and were secured by investment securities with a carrying value of approximately $110.1 million.
Public funds deposits as of December 31, 2024 totaled approximately $194.0 million and were secured by investment securities with a carrying value of approximately $19.1 million and FHLB letters of credit totaling $126.2 million.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America.
GOODWILL AND OTHER INTANGIBLE ASSETS The Company’s intangible assets consist of goodwill, core deposit intangible assets arising from acquisitions, and a trademark intangible. At December 31, 2024 and 2023 , “Goodwill and other intangible assets, net in the accompanying consolidated balance sheets totaled $41.7 million and $42.3 million, respectively, and included no accumulated impairment losses.
GOODWILL AND OTHER INTANGIBLE ASSETS The Company’s intangible assets consist of goodwill, core deposit intangible assets arising from acquisitions, and a trademark intangible. At December 31, 2025 and 2024 , “Goodwill and other intangible assets, net in the accompanying consolidated balance sheets totaled $41.2 million and $41.7 million, respectively, and included no accumulated impairment losses.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 122 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Except as provided below, the information required by Item 10 is incorporated by reference to the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders (the “2025 Proxy Statement”).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 120 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Except as provided below, the information required by Item 10 is incorporated by reference to the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Shareholders (the 2026 Proxy Statement”).
Expected volatility was determined based on the historical volatilities of the Company’s stock price. Stock option expense of $0.2 million is included in “Salaries and employee benefits” in the accompanying consolidated statements of income for each of the years ended December 31, 2024, 2023 and 2022 .
Expected volatility was determined based on the historical volatilities of the Company’s stock price. Stock option expense of $0.1 million, $0.2 million, and $0.2 million is included in “Salaries and employee benefits” in the accompanying consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 , respectively.
The total carrying values of $8.7 million and $8.6 million were allowed in the calculation of Tier I regulatory capital at December 31, 2024 and 2023 , respectively. 102 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 12.
The total carrying values of $8.8 million and $8.7 million were allowed in the calculation of Tier I regulatory capital at December 31, 2025 and 2024 , respectively. 97 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements NOTE 12.
At December 31, 2024 and December 31, 2023 , the fair values of these investments we r e $3.8 million and $3.4 million , respectively, and are included in “Other assets” in the accompanying consolidated balance sheets.
At December 31, 2025 and December 31, 2024 , the fair values of these investments we r e $3.5 million and $3.8 million , respectively, and are included in “Other assets” in the accompanying consolidated balance sheets.
A changing interest rate environment and elevated levels of inflation have made certain estimates more challenging, including those discussed above. 75 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Cash and Cash Equivalents Cash and cash equivalents include cash and amounts due from banks and federal funds sold due to the short-term nature of these items.
A changing interest rate environment, elevated levels of inflation and changing U.S. trade and tariff policies have made certain estimates more challenging, including those discussed above. 70 Table of Contents INVESTAR HOLDING CORPORATION Notes to Consolidated Financial Statements Cash and Cash Equivalents Cash and cash equivalents include cash and amounts due from banks and federal funds sold due to the short-term nature of these items.

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