Investar Holding Corp 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer (the Company’s principal executive and financial officers), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective for ensuring that information the Company is required to disclose in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Changes in Internal Control over Financial Reporting There were no changes to internal control over financial reporting during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management ’ s Report on Internal Control over Financial Reporting Management’s annual report on internal control over financial reporting and the report thereon of Horne LLP are included herein under Item 8. Financial Statements and Supplementary Data . Item 9B. 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, 2023 . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 119 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 2024 Annual Meeting of Shareholders (the “2024 Proxy Statement”). Code of Conduct and Ethics The Company has adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers that applies to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and any other senior financial officers, and the Company has also adopted a Code of Conduct that applies to all of the Company’s directors, officers and employees. The full text of the Code of Ethics for the Chief Executive Officer and Senior Financial Officers and the Code of Conduct can be found by clicking on “Corporate Governance” under the “Investor Relations” tab on the Company’s website, www.investarbank.com, and then by clicking on “Code of Ethics for the Chief Executive Officer and Senior Financial Officers” or “Code of Conduct,” as applicable. The Company intends to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding an amendment to, or waiver from, a provision of the Company’s Code of Ethics for the Chief Executive Officer and Senior Financial Officers by posting such information on its website, at the address specified above. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference to the 2024 Proxy Statement. Item 12. 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 2024 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, 2023. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (3) Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders (1) 484,340 $ 19.94 450,058 Equity compensation plans not approved by security holders (2) 179,014 15.16 — Total 663,354 $ 17.32 450,058 (1) Represents shares available for issuance under the Company’s Amended and Restated 2017 Long-Term Incentive Compensation Plan (the “Plan”). The Plan authorizes the grant of various types of equity grants and awards, such as restricted stock, stock options and stock appreciation rights to eligible participants, which include all of the Company’s employees, non-employee directors, and consultants. (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. Because the Company was a private corporation at the time of the adoption of the 2014 Plan, shareholder approval of the 2014 Plan was not required, nor was such approval obtained. A total of 600,000 shares of common stock was reserved for issuance pursuant to awards under the 2014 Plan. Effective May 24, 2017, no future awards will be granted under the 2014 Plan, although the terms and conditions of the 2014 Plan will continue to govern any outstanding awards thereunder. (3) Includes 336,749 shares issuable pursuant to outstanding restricted stock units, which do not have an exercise price. Item 13. Certain Relationships and Related Transactions, and Directors Independence The information required by Item 13 is incorporated by reference to the 2024 Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by Item 14 is incorporated by reference to the 2024 Proxy Statement. 120 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules (a) Documents Filed as Part of this Report. (1) The following financial statements are incorporated by reference from Item 8. Financial Statements and Supplementary Data hereof: Report of Independent Registered Public Accounting Firms (PCAOB ID: 171 ) Consolidated Balance Sheets as of December 31, 2023 and 2022 Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2023, 2022 and 2021 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 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. (3) The following exhibits are filed as part of this Form 10-K, and this list includes the Exhibit Index. Exhibit Number Description Location 2.1 Agreement and Plan of Reorganization dated January 21, 2021 by and among Investar Holding Corporation, Cheaha Financial Group, Inc. and High Point Acquisition, Inc. Exhibit 2.1 to the Current Report on Form 8-K of the Company filed January 25, 2021 and incorporated herein by reference 3.1 Restated Articles of Incorporation of Investar Holding Corporation Exhibit 3.1 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference 3.2 Amended and Restated By-laws of Investar Holding Corporation Exhibit 3.2 to the Registration Statement on Form S-4 of the Company filed October 10, 2017 and incorporated herein by reference 4.1 Specimen Common Stock Certificate Exhibit 4.1 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference 4.2 Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 Exhibit 4.2 to the Annual Report on Form 10-K of the Company filed March 9, 2022 and incorporated herein by reference 4.3 Form of 5.125% Fixed to Floating Rate Subordinated Note due 2029 Exhibit 4.1 to the Current Report on Form 8-K filed November 14, 2019 and incorporated herein by reference 4.4 Indenture, dated April 6, 2022, by and among Investar Holding Corporation and UMB Bank, National Association, as trustee Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 7, 2022 and incorporated herein by reference. 4.5 Form of 5.125% Fixed-to-Floating Rate Subordinated Note due 2032 Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on April 7, 2022 and incorporated herein by reference 121 Table of Contents 10.1 Form of the Director Support Agreement, dated October 10, 2018, among Investar Holding Corporation, Mainland Bank and all of the directors of Mainland Bank parties thereto Exhibit 10.3 to the Registration Statement on Form S-4 of the Company filed November 30, 2018 and incorporated herein by reference 10.2* Employment Agreement, dated August 1, 2020 by and among Investar Holding Corporation, Investar Bank, National Association, and John J. D’Angelo Exhibit 10.1 to the Current Report on Form 8-K filed August 6, 2020 and incorporated herein by reference 10.3* Employment Agreement, dated August 1, 2020 by and among Investar Holding Corporation, Investar Bank, National Association, and Christopher L. Hufft Exhibit 10.2 to the Current Report on Form 8-K filed August 6, 2020 and incorporated herein by reference 10.4* Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan Exhibit 10.1 to the Current Report on Form 8-K filed May 20, 2021 and incorporated herein by reference 10.5* Salary Continuation Agreement, dated as of February 28, 2018, by and between Investar Bank and John D’Angelo Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 1, 2018 and incorporated herein by reference 10.6* Supplemental Salary Continuation Agreement, dated May 22, 2019, by and between Investar Bank and John D’Angelo Exhibit 10.1 to the Current Report on Form 8-K of the Company filed May 23, 2019 and incorporated herein by reference 10.7* Salary Continuation Agreement, dated as of February 28, 2018, by and between Investar Bank and Christopher Hufft Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 1, 2018 and incorporated herein by reference 10.8* Supplemental Salary Continuation Agreement, dated May 22, 2019, by and between Investar Bank and Christopher Hufft Exhibit 10.2 to the Current Report on Form 8-K of the Company filed May 23, 2019 and incorporated herein by reference 10.9* Separation Agreement & Release with Christopher Hufft, dated November 4, 2022 Exhibit 10.10 to the Annual Report on Form 10-K of the Company filed March 8, 2023 and incorporated herein by reference 10.10* Form of Split Dollar Agreement by and between Investar Bank and each executive entering into a Salary Continuation Agreement Exhibit 10.4 to the Current Report on Form 8-K of the Company filed March 1, 2018 and incorporated herein by reference 10.11* Form of First Amendment to Split Dollar Agreement by and between Investar Bank and each executive entering into a Supplemental Salary Continuation Agreement Exhibit 10.3 to the Current Report on Form 8-K filed May 23, 2019 and incorporated herein by reference 10.12* Investar Holding Corporation 2014 Long-Term Incentive Compensation Plan, as amended by Amendment No. 1 to Investar Holding Corporation 2014 Long Term Incentive Plan Exhibit 10.1 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and, as to Amendment No.1, Exhibit 99.2 to the Registration Statement on Form S-8 of the Company filed October 30, 2014, each of which is incorporated herein by reference 10.13* Amendment to the Split Dollar Agreement between Investar Bank and Christopher Hufft, dated November 1, 2022 Exhibit 10.13 to the Annual Report on Form 10-K of the Company filed March 8, 2023 and incorporated herein by reference 10.14* Form of Stock Option Grant Agreement Exhibit 10.2 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference 10.15* Form of Restricted Stock Award Agreement for Employees Exhibit 10.3 to the Annual Report on Form 10-K of the Company filed March 11, 2016 and incorporated herein by reference 10.16* Form of Restricted Stock Award Agreement for Non-Employee Directors Exhibit 10.4 to the Annual Report on Form 10-K of the Company filed March 11, 2016 and incorporated herein by reference 10.17* Form of Restricted Stock Unit Agreement for Employees Exhibit 10.15 to the Annual Report on Form 10-K of the Company filed March 15, 2019 and incorporated herein by reference 10.18* Form of Restricted Stock Unit Agreement for Non-Employee Directors Exhibit 10.16 to the Annual Report on Form 10-K of the Company filed March 15, 2019 and incorporated herein by reference 10.19* Investar Holding Corporation 401(k) Plan, as restated effective January 1, 2021 Exhibit 10.20 to the Annual Report on Form 10-K of the Company filed March 10, 2021 and incorporated herein by reference 122 Table of Contents 21.1 Subsidiaries of the Registrant Exhibit 21 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference 23.1 Consent of Horne LLP Filed herewith 31.1 Rule 13a-14(a) Certification of Principal Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Rule 13a-14(a) Certification of Principal Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Section 1350 Certification of Principal Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.2 Section 1350 Certification of Principal Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 97.1 Investar Holding Corporation Clawback Policy Filed herewith 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document and include in Exhibit 101) Filed herewith * Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary Not applicable. 123 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 7, 2024 by: /s/ 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 7, 2024 by: /s/ John J. D’Angelo John J. D’Angelo President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 7, 2024 by: /s/ John R. Campbell John R. Campbell Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: March 7, 2024 by: /s/ Corey E. Moore Corey E. Moore Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) Date: March 7, 2024 by: /s/ Anita M. Fontenot Anita M. Fontenot Director 124 Table of Contents Date: March 7, 2024 by: /s/ William H. Hidalgo, Sr. William H. Hidalgo, Sr. Chairman of the Board Date: March 7, 2024 by: /s/ Rose J. Hudson Rose J. Hudson Director Date: March 7, 2024 by: /s/ Gordon H. Joffrion, III Gordon H. Joffrion, III Director Date: March 7, 2024 by: /s/ Robert C. Jordan Robert C. Jordan Director Date: March 7, 2024 by: /s/ Julio A. Melara Julio A. Melara Director Date: March 7, 2024 by: /s/ Suzanne O. Middleton Suzanne O. Middleton Director Date: March 7, 2024 by: /s/ Andrew C. Nelson, M.D. Andrew C. Nelson, M.D. Director Date: March 7, 2024 by: /s/ Frank L. Walker Frank L. Walker Director Date: March 7, 2024 by: /s/ James E. Yegge, M.D. James E. Yegge, M.D. Director 125