What changed in this filing

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Item 1. Business

2026-03-16 compared with 2025-03-12 · 47 added, 51 removed, 432 unchanged (18% of the section changed)

3 unchanged sentences

Our primary areas of operation are south Louisiana, including Baton Rouge, New Orleans, Lafayette, Lake Charles, and their surrounding areas;

southeast Texas, primarily Houston and its surrounding area;

Texas, including Houston and its surrounding area, and, as of January 1, 2026, north Dallas and Wichita Falls and their surrounding areas;

and Alabama, including York and Oxford and their surrounding areas.

These markets are served from our executive and operations center located in Baton Rouge an d from 36 full-serv ice branches located throughout our market areas.

We have experienced significant growth since the Bank was chartered, completing seven whole-bank acquisitions and establishing additional branches in our market areas.

We have experienced significant growth since the Bank was chartered, completing eight whole-bank acquisitions and establishing additional branches in our market areas.

As of December 31, 2025, on a consolidated basis, the Company had total assets of $2.8 billion, net loans of $2.1 billion, total deposits of $2.4 billion, and stockholders’ equity of $301.1 million.

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.

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.

In order to improve efficiencies and leverage our digital initiatives, during the last three fiscal years we closed four branches, sold three tracts of land held for future branch locations, and completed the sale of two branches.

Consistent with our current strategy, we exited the consumer mortgage origination business in the third quarter of 2023.

Our strategy focuses on consistent, quality earnings through the optimization of our balance sheet by originating and renewing high quality, primarily variable-rate, loans and allowing higher risk credit relationships to run off.

Our strategy also includes growth through acquisitions, including whole-bank acquisitions, strategic branch acquisitions and asset acquisitions.

Over time, management believes that we have significant opportunities for growth and franchise expansion, both organically and through strategic acquisitions.

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Lending to Businesses .

Our lending to small to medium-sized businesses falls into three general categories:

Our lending to small to medium-sized businesses falls into three general categories for the years ended December 31, 2025, 2024 and 2023 :

Commercial real estate loans .

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We also manage risk by avoiding concentrations in any one business or industry.

For further discussion see “ Commercial and industrial loans may expose us to greater risks than other loans.

For further discussion see “ Commercial and industrial loans may expose us to greater risk than other loans.

” in Item 1A.

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In the third quarter of 2023, we exited the consumer mortgage origination business.

At December 31, 2024, the consumer mortgage portfolio was approximat ely $242.5 million, substantially all of which is included in the 1-4 family residential real estate loan category.

At December 31, 2025, the consumer mortgage portfolio was approximat el y $224.5 million, su bstantially all of which is included in the 1-4 family residential real estate loan category.

The remaining loans in the category consisted primarily of second mortgages, home equity loans, home equity lines of credit, and business purpose loans secured by 1-4 family residential real estate.

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We offer debit cards, internet banking, mobile banking with smartphone deposit capability as well as debit card protection settings.

For our business clients, we offer a competitive suite of treasury management products which include, but are not limited to, remote deposit capture, lockbox payment processing, virtual vaults, positive pay, Automated Clearing House origination, credit card processing, wire transfer, investment sweep accounts, and enhanced business internet banking.

For our business clients, we offer a competitive suite of treasury management products which include, but are not limited to, remote deposit capture, virtual vaults, positive pay, Automated Clearing House origination, credit card processing, wire transfer, investment sweep accounts, and enhanced business internet banking.

Other Banking Services.

The Bank’s other banking services include cashiers’ checks, direct deposit of payroll and Social Security checks, night depository, bank-by-mail, ATMs with deposit automation, debit cards, corporate credit cards, mobile wallet payment options, electronic statements, electronic banking for consumer and business customers, and Zelle® for consumers, a fast and easy way to send money directly between almost any bank account in the U.S.

In addition, the Bank has options for contactless banking, including ITMs and online account opening.

10 unchanged sentences

All of our acquisition activity is evaluated and overseen by a standing Mergers and Acquisitions Committee of our Board.

No acquisitions have been completed since January 1, 2022.

Acquisitions completed since January 1, 2023 are discussed below.

Acquisition of Wichita Falls Bancshares, Inc.

On January 1, 2026, the Company completed its acquisition of WFB and its wholly-owned subsidiary, FNB, headquartered in Wichita Falls, Texas with six additional branches serving the surrounding areas.

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.

This value is based on the Company’s closing stock price on December 31, 2025 of $26.72 per common share.

On the date of the acquisition, WFB had $1.2 billion in total assets, including $1.0 billion in gross loans, and $1.0 billion in deposits.

The Company is currently evaluating the fair value of the acquired assets and liabilities assumed that will be recorded in the consolidated financial statements.

Divestiture and Sale or Closure Activity

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Branch Closures and Land Sales .

During the last three fiscal years, we closed four branches and sold three tracts of land held for future branch locations.

Two of the branches had been acquired, and the closures involved anticipated synergies that resulted in significant cost savings.

During the last three fiscal years, we closed two branches.

One of the branches had been acquired, and the closures involved anticipated synergies that resulted in significant cost savings.

We continue to evaluate opportunities to reduce our physical branch footprint and further improve efficiency through digital initiatives.

30 unchanged sentences

Banking is highly regulated under federal and state law.

The following is a brief summary of certain aspects of that regulation which are material to us and does not purport to be a complete description of all regulations that affect us or all aspects of those regulations.

The following is a brief summary of certain aspects of that regulation that are material to us and does not purport to be a complete description of all regulations that affect us or all aspects of those regulations.

To the extent particular statutory and regulatory provisions are described, the description is qualified in its entirety by reference to the particular statute or regulation.

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repealed the federal prohibition on the payment of interest on commercial demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.

Some of these provisions have had and may continue to have the consequence of increasing our expenses, decreasing our revenues, and changing the activities in which we choose to engage.

Certain aspects of the Dodd-Frank Act are subject to ongoing implementation (such as the recent final rulemaking discussed below on small business lending data collection);

Some of these provisions have had and may continue to have the consequence of increasing our expenses, decreasing our revenues, and changing our operations.

Certain aspects of the Dodd-Frank Act are subject to ongoing implementation (such as the final rulemaking discussed below on small business lending data collection);

further, in the past certain provisions implemented by federal agencies have been legislatively revised or rescinded, and Congress may do so again in the future.

Additionally, the future implementation and enforcement of regulations may be affected by the outcome of the 2024 Presidential election, which is resulting in significant changes in the leadership of the various bank regulatory agencies.

Additionally, the future implementation and enforcement of regulations may be affected by the current administration, which has made significant changes in the leadership of the various bank regulatory agencies and may continue to do so.

In early February 2025, the CFPB’s Acting Director issued directives to cease virtually all CFPB activities, including supervision, examinations, rulemaking, enforcement actions, and pending investigations.

CFPB staff were instructed to suspend the effective dates of all rules that have been issued, but have not yet gone into effect.

Further, the Acting Director announced that the CFPB would not be taking its next draw of unappropriated funding.

A new CFPB Director has been nominated and is subject to Senate confirmation.

Since this time, the CFPB has remained largely dormant with limited rulemaking issuances or other activity.

In November 2025, the Acting Director notified a federal court that the CFPB cannot request funds from the Federal Reserve under Dodd-Frank to fund its operations pursuant to a legal opinion issued by the Department of Justice’s Office of Legal Counsel.

In December 2025, the federal court rejected this legal interpretation.

In January 2026, the Acting Director notified the federal court that he had requested funding from the Federal Reserve to fund its operations for the first quarter of 2026.

We cannot predict when or how these matters involving the CFPB will be resolved.

4 unchanged sentences

The purpose of the rulemaking is to increase transparency and combat discrimination in small business lending.

The CFPB issued a Notice of Proposed Rulemaking in November 2025 that would make certain changes to the rule, including reducing the number of data points banks must collect and report as well as extending the compliance deadline to January 1, 2028.

Open Banking Rule.

1 unchanged sentence

According to the CFPB, the rule is designed to foster competition and innovation in the financial services industry by making it easier for consumers to switch financial providers and for new companies to offer innovative products and services.

The compliance deadline is phased in based on the asset size of the financial institution.

For banks with $1.5 billion to $3 billion in total assets, the compliance deadline is April 1, 2029.

The rule is in a current state of flux as a federal court has issued a preliminary injunction prohibiting the CFPB from enforcing the rule until the CFPB can complete its reconsideration of the rule.

In August 2025, the CFPB issued an advance notice of proposed rulemaking seeking comments as it evaluates issuing a proposed rule that would replace the current rule.

Interchange Fees.

3 unchanged sentences

The proposed rule also includes a process that would result in automatic revisions to the interchange fee cap every two years without public comment.

The proposed rule is pending and has not been finalized.

While the current interchange fee cap on debit cards are, and the proposed rules would be only applicable to banks with over $10 billion in total assets, banks with under $10 billion in total assets such as the Bank could potentially indirectly face fee pressure in operating debit card programs should the proposal be adopted in its current form.

3 unchanged sentences

The final rule required banking entities to divest disallowed securities by July 21, 2015, subject to extension upon application.

The Economic Growth, Regulatory Relief, and Consumer Protection Act which was enacted in 2018 amended Section 619 of the Dodd-Frank Act to exempt from the Volcker Rule any insured depository institution that has $10.0 billion or less in total consolidated assets and whose total trading assets and trading liabilities are 5.0% or less of total consolidated assets;

The Economic Growth, Regulatory Relief, and Consumer Protection Act that was enacted in 2018 amended Section 619 of the Dodd-Frank Act to exempt from the Volcker Rule any insured depository institution that has $10.0 billion or less in total consolidated assets and whose total trading assets and trading liabilities are 5.0% or less of total consolidated assets;

therefore, the Bank is currently exempt from the Volcker Rule.

32 unchanged sentences

A community banking organization electing to use the CBLR framework would have a simplified capital regime and would be considered well-capitalized as long as it had a leverage ratio of greater than 9%.

The federal banking agencies issued a notice of proposed rulemaking in December 2025 that would, among other things, lower the 9% leverage ratio requirement to 8%.

We have not elected to use the CBLR framework, and it is uncertain if we will elect to use the CBLR framework in the future.

5 unchanged sentences

Summary of Significant Accounting Policies – Allowance for Credit Losses, and also see “ Our allowance for credit losses may prove to be insufficient to absorb losses inherent in our loan portfolio, and we may be required to further increase our provision for credit losses.

This risk may be heightened by our adoption of the Current Expected Credit Loss accounting standard effective January 1, 2023.

If our actual credit losses exceed our allowance for credit losses, our net income will decrease .

30 unchanged sentences

We have elected for the Company to be treated as a financial holding company.

As a financial holding company, we may engage in a range of activities that are (1) financial in nature or incidental to such financial activity or (2) complementary to a financial activity and which do not pose a substantial risk to the safety and soundness of a depository institution or to the financial system generally.

As a financial holding company, we may engage in a range of activities that are (1) financial in nature or incidental to such financial activity or (2) complementary to a financial activity and that do not pose a substantial risk to the safety and soundness of a depository institution or to the financial system generally.

These activities include securities dealing, underwriting and market making, insurance underwriting and agency activities, merchant banking and insurance company portfolio investments.

6 unchanged sentences

Source of Strength Doctrine for Bank Holding Companies

Under longstanding Federal Reserve policy which has been codified by the Dodd-Frank Act, we are expected to act as a source of financial strength to, and to commit resources to support, the Bank.

Under longstanding Federal Reserve policy that has been codified by the Dodd-Frank Act, we are expected to act as a source of financial strength to, and to commit resources to support, the Bank.

This support may be required at times when we may not be inclined to provide it.

11 unchanged sentences

The Bank is also subject to certain restrictions on dividends under federal laws, regulations and policies.

In general, under OCC regulations, the Bank may pay dividends to us without the approval of the OCC only so long as the amount of the dividend does not exceed the Bank’s net income earned during the current year (net of dividends paid) combined with its retained net income (net of dividends paid) of the immediately preceding two years.

In general, under OCC regulations, the Bank may pay dividends to us without the approval of the OCC only if the amount of the dividend does not exceed the Bank’s net income earned during the current year (net of dividends paid) combined with its retained net income (net of dividends paid) of the immediately preceding two years.

The Bank must obtain the approval of the OCC for any amount in excess of this threshold.

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The Bank’s failure to comply with the provisions of the CRA could, at a minimum, result in denial of certain corporate applications, such as branches or mergers, or in restrictions on its or the Company’s activities.

The Bank received a “Satisfactory” CRA rating on its most recent CRA Performance Evaluation.

The Bank received an “Outstanding” CRA rating on its most recent CRA Performance Evaluation.

The CRA requires all FDIC-insured institutions to publicly disclose their rating.

2 unchanged sentences

In addition, the final rule exempts small and intermediate banks from new data requirements that apply to banks with assets of at least $2 billion and limits certain new data requirements to large banks with assets greater than $10 billion.

Most of the rule’s requirements will be applicable beginning January 1, 2026.

The remaining requirements, including the data reporting requirements, will be applicable on January 1, 2027.

We continue to evaluate the new rule and its effects on our operations going forw ard.

The new rules are complex and likely to increase our costs.

Most of the new rule’s requirements were originally scheduled to become applicable on January 1, 2026, with the remaining requirements, including the data reporting requirements, becoming applicable on January 1, 2027.

However, a federal court issued an injunction in March 2024 that indefinitely extended the compliance date until the injunction is lifted.

Further, in July 2025, the federal banking agencies issued a notice or proposed rulemaking to rescind the October 2023 final rulemaking and replace it with the prior CRA regulation.

Concentrated Commercial Real Estate Lending Regulations

10 unchanged sentences

Federal law and regulations also establish certain information security guidelines that require each financial institution, under the supervision and ongoing oversight of its board of directors or an appropriate committee thereof, to develop, implement, and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, to protect against anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer.

These federal guidelines require a financial institution to (i) identify reasonably foreseeable internal and external threats that could result in unauthorized disclosure, misuse, alteration, or destruction of customer information or customer information systems, (ii) assess the likelihood and potential damage of these threats, taking into consideration the sensitivity of customer information, and (iii) assess the sufficiency of policies, procedures, customer information systems, and other arrangements in place to control risks.

(ii) assess the likelihood and potential damage of these threats, taking into consideration the sensitivity of customer information;

and (iii) assess the sufficiency of policies, procedures, customer information systems, and other arrangements in place to control risks.

Under the federal guidelines, financial institutions have to provide notice to affected customers of a data breach under certain circumstances.

22 unchanged sentences

In general, however, banks with assets of $10 billion or less, such as the Bank, will continue to be examined for consumer compliance by their primary federal bank regulator.

There has been an enhanced focus by federal bank regulatory agencies with respect to industry practices relating to overdraft fees, credit card fees, and non-sufficient funds fees.

For example, the CFPB issued a Request for Information in January 2022 seeking public input with respect to financial institution practices relating to, among other areas, credit card fees, overdraft fees and non-sufficient funds fees and stated its intent to reduce these types of fees through crafting rules, issuing industry guidance and focusing supervision and enforcement resources to achieve this goal.

In October 2022, the CFPB issued guidance with respect to certain practices relating to overdraft fees and bounced check fees.

The FDIC issued guidance in August 2022 with respect to bank practices involving charging multiple non-sufficient funds fees on the representment of items on a deposit account.

In March 2024, the CFPB finalized a rule restricting certain practices relating to credit card late fees.

This final rule is currently stayed pending litigation over the rule.

On April 26, 2023, the OCC issued guidance addressing risks associated with bank overdraft protection programs.

In December 2024, the CFPB issued a final rule generally requiring financial institutions with over $10 billion in assets to either cap overdraft fees at $5.00 or otherwise follow Truth in Lending Act requirements when providing deposit account overdraft services.

Mortgage Lending Rules

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These policies influence to a significant extent the overall growth of bank loans, investments, and deposits and the interest rates charged on loans or paid on deposits.

For example, during 2022 and in 2023 the Federal Open Market Committee of the Federal Reserve increased the target rate range for trading in the federal funds market (known as the federal funds target rate or the federal funds rate) multiple times, increasing market interest rates, and from September 2024 to December 2024, the Federal Reserve decreased the federal funds rate three times.

From September 2024 to December 2024, the Federal Reserve decreased the federal funds rate three times, and from September 2025 to December 2025, it was decreased an additional three times.

The federal funds rate is the rate at which commercial banks borrow and lend their excess reserves to each other overnight.

1 unchanged sentence

Future Legislation and Regulatory Reform

The OCC announced on October 1, 2024 that its key areas of supervisory strategies for 2025 will include:

asset and liability management; credit risk management and ACL; capital;

cybersecurity; third party risk management;

operations; enterprise change management; payments; Bank Secrecy Act/anti-money laundering/countering the financing of terrorism/Office of Foreign Assets Control; consumer compliance, fair lending risk and CRA performance; and climate-related financial risk management.

We believe that changes within OCC leadership as a result of the outcome of the 2024 Presidential election will likely have an impact on supervisory priorities.

New laws, regulations and policies are regularly proposed that contain wide-ranging proposals for altering the structures, regulations and competitive relationships of financial institutions operating in the U.S.

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Our compensation strategy provides a total rewards structure that reflects position responsibilities, is competitive with the external market, and is capable of attracting, retaining, and motivating our employees.

We provide a comprehensive benefits package for eligible employees which includes group health (medical, dental, and vision) insurance including a health savings account option, paid time off, short and long term disability insurance, life insurance and a 401(k) plan in which we provide a matching contribution.

We provide a comprehensive benefits package for eligible employees that includes group health (medical, dental, and vision) insurance including a health savings account option, paid time off, short- and long-term disability insurance, life insurance and a 401(k) plan in which we provide a matching contribution.

We also offer eligible employees participation in our ESOP as well as our LTIP in order to better align employee and shareholder interests.

4 unchanged sentences

We do not tolerate illegal discrimination or harassment and encourage employees to immediately report any violations to management and human resources.

As of December 31, 2024, we ha d 327 full-time and eight part-time employees.

As of December 31, 2025, we ha d 319 full-time and eight part-time emp loyees.

None of our employees are represented by any collective bargaining unit or are parties to a collective bargaining agreement.

2 unchanged sentences

Our filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments thereto, are available on our website as soon as reasonably practicable after the reports are filed with or furnished to the SEC.

Copies can be obtained free of charge in the “Investor Relations” section of our website at www.investarbank.com.

Copies can be obtained free of charge in the “Investors” section of our website at www.investarbank.com.

Our SEC filings are also available through the SEC’s website www.sec.gov.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business