What changed in this filing

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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-12 · 89 added, 19 removed, 154 unchanged (41% of the section changed)

2 unchanged sentences

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.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the end of the period covered by this Annual Report on Form 10-K for ensuring that information the Company is required to disclose in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

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 .

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.

The consolidated financial statements and notes included in this Annual Report have been prepared in conformity with accounting principles generally accepted in the United States of America and necessarily include some amounts that are based on management’s best estimates and judgments.

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits.

Actions are taken to correct potential deficiencies as they are identified.

Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden, and misstatements due to error or fraud may occur and not be detected.

Also, because of changes in conditions, internal control effectiveness may vary over time.

Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

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.

Based on this assessment, management has concluded that, as of December 31, 2025, the Company’s system of internal control over financial reporting is effective and meets the criteria of the “Internal Control – Integrated Framework.”

BDO USA P.C., the Company’s independent registered public accounting firm that has audited the Company’s financial statements included in this Annual Report, has issued an attestation report on the Company’s internal control over financial reporting which is included herein.

March 16, 2026

President and Chief Executive Officer

March 16, 2026

Executive Vice President and Chief Executive Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

Investar Holding Corporation

Baton Rouge, Louisiana

Opinion on Internal Control over Financial Reporting

We have audited Investar Holding Corporation’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 16, 2026 expressed unqualified opinion thereon.

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.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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 of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, P.C.

(formerly HORNE LLP)

Baton Rouge, Louisiana

March 16, 2026

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 .

As previously disclosed, on October 28, 2025, during an open trading window, John J.

D’Angelo , President and Chief Executive Officer of the Company, adopted a prearranged stock trading plan (the “Plan”) to exercise up to 26,163 Company stock options that were set to expire in March 2026 and sell the acquired stock.

On January 27, 2026 , during an open trading window and pursuant to the Plan, the options were exercised, the stock was sold, and the Plan terminated pursuant to its terms.

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 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

4 unchanged sentences

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 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 Information” under the “Investors” 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.

16 unchanged sentences

Equity compensation plans not approved by security holders (3)

Includes 337,735 shares issuable pursuant to outstanding RSUs, which do not have an exercise price.

Represents shares available for issuance under the Company’s Amended and Restated 2017 Long-Term Incentive Compensation Plan (the “Plan”).

4 unchanged sentences

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.

Includes 323,820 shares issuable pursuant to outstanding RSUs, which do not have an exercise price.

Certain Relationships and Related Transactions, and Directors Independence

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated by reference to the 2026 Proxy Statement.

1 unchanged sentence

The information required by Item 14 is incorporated by reference to the 2026 Proxy Statement.

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

Documents Filed as Part of this Report.

4 unchanged sentences

Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022

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

4 unchanged sentences

Exhibit Number

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

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

Agreement and Plan of Merger, dated July 1, 2025, by and among Investar Holding Corporation and Wichita Falls Bancshares, Inc.

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.

Composite Articles of Incorporation of Investar Holding Corporation

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.

Amended and Restated By-laws of Investar Holding Corporation

2 unchanged sentences

Exhibit 4.1 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference

Specimen Certificate representing Series A Non-Cumulative Perpetual Convertible Preferred Stock

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.

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

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

Indenture, dated April 6, 2022, by and among Investar Holding Corporation and UMB Bank, National Association, as trustee

4 unchanged sentences

Exhibit 10.1 to the Current Report on Form 8-K filed August 6, 2020 and incorporated herein by reference

Employment Agreement, dated as of October 31, 2025, by and between Investar Bank, National Association and John R.

Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference.

Salary Continuation Agreement, dated October 31, 2025, by and between Investar Bank and John R.

Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference.

Split Dollar Agreement, dated May 9, 2024, by and between Investar Bank and John R.

Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference.

First Amendment to Split Dollar Agreement, dated October 31, 2025, by and between Investar Bank and John R.

Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference.

Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan

15 unchanged sentences

Form of Stock Option Grant Agreement under the Amended and Restated 2017 Long-Term Incentive Compensation Plan

Filed herewith

Exhibit 10.9 to the Annual Report on Form 10-K of the Company filed March 15, 2019 and incorporated herein by reference

Form of Restricted Stock Unit Agreement for Employees

2 unchanged sentences

Exhibit 10.16 to the Annual Report on Form 10-K of the Company filed March 15, 2019 and incorporated herein by reference

Form of Restricted Stock Unit Agreement for Non-Employee Directors - Five Year Vesting

Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 7, 2025 and incorporated herein by reference.

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

Form of Securities Purchase Agreement, dated June 30, 2025, by and between Investar Holding Corporation and the purchasers set forth therein

Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference.

Form of Registration Rights Agreement, dated June 30, 2025, by and between Investar Holding Corporation and the purchasers set forth therein

Exhibit 10.2 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference.

Letter from Horne LLP dated November 1, 2025

Exhibit 16.1 to the Current Report on Form 8-K of the Company filed with the SEC on November 3, 2025 and incorporated herein by reference.

Investar Holding Corporation Insider Trading Policy

2 unchanged sentences

Filed herewith

Consent of Horne LLP

Consent of BDO USA, P.C.

Filed herewith

42 unchanged sentences

Executive Vice President and

Chief Accounting Officer

Deputy Chief Financial Officer

(Principal Accounting Officer)

1 unchanged sentence

March 16, 2026

/s/ William H.

15 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 9A. Controls and Procedures