Item 9A. Controls and Procedures
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 2024 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, 2024 .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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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”).
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.
Insider Trading Policy
The Company has adopted an insider trading policy that governs the purchase, sale, and certain other transactions of Company’s equity and debt securities by employees, directors, officers and advisory directors of the Company and its subsidiaries and their family members. The insider trading policy is reasonably designed to promote compliance with applicable securities laws, rules, and regulations. 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. 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.
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)
501,408
$
19.33
335,057
Equity compensation plans not approved by security holders (2)
83,014
16.31
—
Total
584,422
$
18.37
335,057
(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 323,820 shares issuable pursuant to outstanding RSUs, 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 2025 Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 is incorporated by reference to the 2025 Proxy Statement.
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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, 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.
(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
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10.1*
Employment Agreement, dated August 1, 2020 by and among Investar Holding Corporation, Investar Bank, National Association, and John J. D’Angelo
Exhibit 10.1 to the Current Report on Form 8-K filed August 6, 2020 and incorporated herein by reference
10.2*
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
10.3*
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
10.4*
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
10.5*
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
10.6*
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
10.7*
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
10.8*
Form of Stock Option Grant Agreement under the 2014 Long-Term Incentive Compensation Plan, as amended by Amendment No. 1 to Investar Holding Corporation 2014 Long Term Incentive Plan
Exhibit 10.2 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference
10.9*
Form of Stock Option Grant Agreement under the Amended and Restated 2017 Long-Term Incentive Compensation Plan
Filed herewith
10.10*
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
10.11*
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
10.12*
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
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19.1
Investar Holding Corporation Insider Trading Policy
Filed herewith
21.1
Subsidiaries of the Registrant
Filed herewith
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
Exhibit 97.1 to the Annual Report on Form 10-K of the Company filed March 7, 2024 and incorporated herein by reference
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
Filed herewith
101.SCH
Inline XBRL Taxonomy Extension Schema Document
Filed herewith
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
Filed herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith
104
Cover Page Interactive Data File (embedded within the Inline XBRL Document and include in Exhibit 101)
Filed herewith
* Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
Not applicable.
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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. 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
President, Chief Executive
Officer and Director
(Principal Executive Officer)
Date:
March 12, 2025
by:
/s/ John R. Campbell
John R. Campbell
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date:
March 12, 2025
by:
/s/ Corey E. Moore
Corey E. Moore
Executive Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Date:
March 12, 2025
by:
/s/ Scott G. Ginn
Scott G. Ginn
Director
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Date:
March 12, 2025
by:
/s/ William H. Hidalgo, Sr.
William H. Hidalgo, Sr.
Chairman of the Board
Date:
March 12, 2025
by:
/s/ Rose J. Hudson
Rose J. Hudson
Director
Date:
March 12, 2025
by:
/s/ Gordon H. Joffrion, III
Gordon H. Joffrion, III
Director
Date:
March 12, 2025
by:
/s/ Robert C. Jordan
Robert C. Jordan
Director
Date:
March 12, 2025
by:
/s/ Julio A. Melara
Julio A. Melara
Director
Date:
March 12, 2025
by:
/s/ Suzanne O. Middleton
Suzanne O. Middleton
Director
Date:
March 12, 2025
by:
/s/ Andrew C. Nelson, M.D.
Andrew C. Nelson, M.D.
Director
Date:
March 12, 2025
by:
/s/ Frank L. Walker
Frank L. Walker
Director
Date:
March 12, 2025
by:
/s/ James E. Yegge, M.D.
James E. Yegge, M.D.
Director
128