Item 5. Other Information
Item 5. Other Information
During the three months ended September 30, 2025 , none of the Company ’ s directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement pursuant to Item 408(a) of Regulation S-K.
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Item 6. Exhibits
Exhibit No.
Description of Exhibit
2.1*
Agreement and Plan of Merger, dated July 1, 2025, by and among Investar Holding Corporation and Wichita Falls Bancshares, Inc. (1)
3.1
Composite Articles of Incorporation of Investar Holding Corporation (2)
3.2
Amended and Restated By-laws of Investar Holding Corporation (3)
4.1
Specimen Common Stock Certificate (4)
4.2
Specimen certificate representing Series A Non-Cumulative Perpetual Convertible Preferred Stock (5)
4.3
Indenture, dated April 6, 2022, by and among Investar Holding Corporation and UMB Bank, National Association, as trustee (6)
4.4
Form of 5.125% Fixed-to-Floating Rate Subordinated Note due 2032 (7)
10.1**
Employment Agreement, dated as of October 31, 2025, by and between Investar Bank, National Association and John R. Campbell (8)
10.2**
Salary Continuation Agreement, dated October 31, 2025, by and between Investar Bank and John R. Campbell (9)
10.3**
Split Dollar Agreement, dated May 9, 2024, by and between Investar Bank and John R. Campbell (10)
10.4**
First Amendment to Split Dollar Agreement, dated October 31, 2025, by and between Investar Bank and John R. Campbell (11)
31.1
Certification of the Principal Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the Principal Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of the Principal Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of the Principal Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
(1)
Filed as exhibit 2.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference.
(2)
Filed as exhibit 3.1 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on August 6, 2025 and incorporated herein by reference.
(3)
Filed as exhibit 3.2 to the Registration Statement on Form S-4 of the Company filed with the SEC on October 10, 2017 and incorporated herein by reference.
(4)
Filed as exhibit 4.1 to the Registration Statement on Form S-1 of the Company filed with the SEC on May 16, 2014 and incorporated herein by reference.
(5)
Filed as exhibit 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference.
(6)
Filed as exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 7, 2022 and incorporated herein by reference.
(7)
Filed as exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on April 7, 2022 and incorporated herein by reference.
(8)
Filed as exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference.
(9)
Filed as exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference.
(10)
Filed as exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference.
(11)
Filed as exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference.
* The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
** Management contract or compensatory plan or arrangement.
The Company does not have any long-term debt instruments under which securities are authorized exceeding 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company will furnish to the SEC, upon its request, a copy of all long-term debt instruments.
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SIGNATURES
Pursuant to the requirements 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: November 5, 2025
/s/ John J. D’Angelo
John J. D’Angelo
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 5, 2025
/s/ John R. Campbell
John R. Campbell
Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.