What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-05 · 664 added, 944 removed, 1542 unchanged (51% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share data)

September 30, 2025

March 31, 2026

December 31, 2025

2 unchanged sentences

Interest-bearing balances due from other banks

40,626 14,899

Cash and cash equivalents

33 unchanged sentences

Repurchase agreements

18,363 11,183

Subordinated debt, net of unamortized issuance costs

10 unchanged sentences

6.5 % Series A Non-Cumulative Perpetual Convertible Preferred Stock;

32,500 shares ($ 1,000 liquidation preference) issued and outstanding at September 30, 2025 and none issued and outstanding at December 31, 2024

32,500 shares ($ 1,000 liquidation preference) issued and outstanding at March 31, 2026 and December 31, 2025

30,353 30,353

Common stock, $ 1.00 par value per share;

40,000,000 shares authorized;

9,825,883 and 9,828,413 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

13,741,225 and 9,798,948 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

247,156 146,133

11 unchanged sentences

(Amounts in thousands, except per share data)

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

INTEREST INCOME

Interest and fees on loans

$ 47,954 $ 30,552

Interest on investment securities:

1 unchanged sentence

Total interest income

53,204 34,434

INTEREST EXPENSE

Interest on deposits

18,710 14,640

Interest on borrowings

Total interest expense

20,544 16,089

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

32,660 18,345

Reversal of credit losses

( 2,108 ) ( 3,596 )

Net interest income after reversal of credit losses

34,768 21,941

NONINTEREST INCOME

Service charges on deposit accounts

Gain (loss) on call or sale of investment securities, net

(Loss) gain on sale or disposition of fixed assets, net

Gain (loss) on sale of other real estate owned, net

Loss on sale or disposition of fixed assets, net

Loss on sale of other real estate owned, net

Gain on sale of loans

Interchange fees

1 unchanged sentence

Change in the fair value of equity securities

Income from legal settlement

Other operating income

Total noninterest income

Income before noninterest expense

NONINTEREST EXPENSE

3 unchanged sentences

Professional fees

Gain on early extinguishment of subordinated debt

Acquisition expense

1 unchanged sentence

Total noninterest expense

22,839 16,238

Income before income tax expense

2 unchanged sentences

Net income available to common shareholders

$ 11,496 $ 6,293

EARNINGS PER COMMON SHARE

Basic earnings per common share

$ 0.84 $ 0.64

Diluted earnings per common share

Cash dividends declared per common share

See accompanying notes to the consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

$ 12,024 $ 6,293

Other comprehensive income:

Other comprehensive (loss) income:

Investment securities:

Unrealized gain, available for sale, net of tax expense of $ 1,153 , $ 2,847 , $ 2,974 and $ 1,708 , respectively

4,262 10,523 10,993 6,306

Reclassification of realized (gain) loss, available for sale, net of tax benefit of $ 0 , $ 0 , $ 0 and $ 80 , respectively

Unrealized (loss) gain, available for sale, net of tax (benefit) expense of ($ 377 ) and $ 1,482 , respectively

( 1,388 ) 5,478

Total other comprehensive income

Total other comprehensive (loss) income

( 1,388 ) 5,478

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY

(Amounts in thousands, except share data)

Preferred Stock Common Stock Surplus

Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Stockholders’ Equity

Three months ended:

September 30, 2024

Balance at beginning of period

$ — $ 9,829 $ 145,918 $ 123,510 $ ( 49,061 ) $ 230,196

Surrendered shares

— — ( 7 ) — — ( 7 )

Common stock dividends declared, $ 0.105 per share

— — — ( 1,031 ) — ( 1,031 )

Stock-based compensation

— 1 518 — — 519

Shares repurchased

— ( 2 ) ( 36 ) — — ( 38 )

— — — 5,381 — 5,381

Other comprehensive income, net

— — — — 10,522 10,522

Balance at end of period

(Amounts in thousands, except per share data)

Preferred Stock

Retained Earnings

Accumulated Other Comprehensive Loss

Total Stockholders’ Equity

Three months ended March 31, 2026:

Balance, December 31, 2025

$ 30,353 $ 9,799 $ 146,133 $ 150,510 $ ( 35,722 ) $ 301,073

September 30, 2025

Balance at beginning of period

Common stock issued in acquisition of Wichita Falls Bancshares, Inc., net of issuance costs

— 3,955 101,730 — — 105,685

2 unchanged sentences

Options exercised

Preferred stock dividends declared, $ 16.25 per share

— 29 386 — — 415

Common stock dividends declared, $ 0.11 per share

— — — ( 1,081 ) — ( 1,081 )

Preferred stock issuance, net of issuance costs

30,353 — — — — 30,353

Stock-based compensation

— 1 511 — — 512

Shares repurchased

— ( 15 ) ( 306 ) — — ( 321 )

— — — 6,179 — 6,179

Other comprehensive income, net

— — — — 4,260 4,260

Balance at end of period

$ 30,353 $ 9,826 $ 146,304 $ 146,178 $ ( 37,366 ) $ 295,295

Preferred Stock Common Stock Surplus

Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Stockholders’ Equity

Nine months ended:

September 30, 2024

Balance at beginning of period

$ — $ 9,748 $ 145,456 $ 116,711 $ ( 45,147 ) $ 226,768

Surrendered shares

— ( 94 ) ( 1,385 ) — — ( 1,479 )

Options exercised

Preferred stock dividends declared, $ 16.25 per share

— — — ( 528 ) — ( 528 )

6 unchanged sentences

— — — 12,024 — 12,024

Other comprehensive income, net

Other comprehensive loss, net

— — — — ( 1,388 ) ( 1,388 )

Balance at end of period

Balance, March 31, 2026

$ 30,353 $ 13,741 $ 247,156 $ 160,494 $ ( 37,110 ) $ 414,634

September 30, 2025

Balance at beginning of period

Retained Earnings

Accumulated Other Comprehensive (Loss) Income

Total Stockholders’ Equity

Three months ended March 31, 2025:

Balance, December 31, 2024

$ 9,828 $ 146,890 $ 132,935 $ ( 48,357 ) $ 241,296

3 unchanged sentences

30 442 — — 472

Preferred stock dividends declared, $ 16.25 per share

— — — ( 528 ) — ( 528 )

Common stock dividends declared, $ 0.105 per share

— — ( 1,031 ) — ( 1,031 )

Preferred stock issuance, net of issuance costs

30,353 — — — — 30,353

Stock-based compensation

5 unchanged sentences

— — — 5,478 5,478

Balance at end of period

Balance, March 31, 2025

$ 9,821 $ 146,598 $ 138,197 $ ( 42,879 ) $ 251,737

3 unchanged sentences

(Amounts in thousands)

Nine months ended September 30,

Three months ended March 31,

$ 12,024 $ 6,293

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Provision for credit losses

Net amortization (accretion) of purchase accounting adjustments

Provision for other real estate owned

Reversal of credit losses

( 2,108 ) ( 3,596 )

Net (accretion) amortization of purchase accounting adjustments

Net accretion of securities

(Gain) loss on call or sale of investment securities, net

Loss (gain) on sale or disposition of fixed assets, net

Gain on sale of other real estate owned, net

Gain on early extinguishment of subordinated debt

( 333 ) ( 54 )

Loss on sale or disposition of fixed assets, net

Loss on sale of other real estate owned, net

Gain on sale of loans

FHLB stock dividend

( 87 ) ( 70 )

Stock-based compensation

1 unchanged sentence

Net change in value of BOLI

( 664 ) ( 448 )

Amortization of subordinated debt issuance costs

Change in the fair value of equity securities

Income from legal settlement

Net change in:

Accrued interest receivable

( 282 ) ( 840 )

( 1,773 ) 416

Accrued taxes and other liabilities

3 unchanged sentences

Purchases of securities available for sale

Purchases of securities held to maturity

( 56,758 ) ( 17,345 )

Proceeds from maturities, prepayments and calls of investment securities available for sale

2 unchanged sentences

Purchases of nonmarketable equity securities

( 635 ) ( 40 )

Purchases of equity securities at fair value

Net (increase) decrease in loans

Net decrease in loans

72,250 20,821

Proceeds from sales of other real estate owned

Proceeds from sales of fixed assets

Purchases of fixed assets

Proceeds from surrender of BOLI

Purchases of BOLI

( 651 ) ( 215 )

Purchases of other investments

( 77 ) ( 50 )

Distributions from investments

Net cash (used in) provided by investing activities

Cash acquired from acquisition of Wichita Falls Bancshares, Inc., net of cash paid

Net cash provided by investing activities

155,472 15,675

INVESTAR HOLDING CORPORATION

2 unchanged sentences

Cash flows from financing activities:

Net increase in customer deposits

Net (decrease) increase in customer deposits

( 140,483 ) 1,417

Net increase in repurchase agreements

Net decrease in short-term FHLB advances

Net decrease in borrowings under the BTFP

Proceeds from long-term FHLB advances

1 unchanged sentence

Cash dividends paid on common stock

( 1,078 ) ( 1,032 )

Cash dividends paid on preferred stock

Proceeds from stock options exercised

Payments to repurchase common stock

Proceeds from preferred stock offering, net of issuance costs

Extinguishment of subordinated debt

Net cash provided by (used in) financing activities

( 1,547 ) ( 649 )

Repayment of long-term debt

Net cash used in financing activities

( 127,307 ) ( 4,553 )

Net change in cash and cash equivalents

38,106 15,600

Cash and cash equivalents, beginning of period

41,505 27,922

Cash and cash equivalents, end of period

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES

$ 79,611 $ 43,522

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES

Transfer from loans to other real estate owned

Common stock dividends payable

Preferred stock dividends payable

See accompanying notes to the consolidated financial statements.

4 unchanged sentences

The Company is a financial holding company, headquartered in Baton Rouge, Louisiana that provides full banking services, excluding trust services, through its wholly-owned banking subsidiary, Investar Bank, National Association, a national bank, primarily to meet the needs of individuals, professionals and small to me dium-sized businesses.

The Company’s primary markets are in south Louisiana, southeast Texas and Alabama.

September 30, 2025

, the Company operated 20 full service branches located in Louisiana, three full service branches located in Texas and six full service branches located in Alabama and ha d 329 full-time e quivalent employees.

The Company’s primary markets are in south Louisiana, Texas and Alabama.

March 31, 2026

, the Company operated 20 full service branches located in Louisiana, ten full service branches located in Texas and six full service branches located in Alabama and ha d 431 full-time e quivalent employees.

Basis of Presentation

2 unchanged sentences

However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial statements have been included.

The results of operations for the three and nine month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the entire fiscal year.

The results of operations for the three month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the entire fiscal year.

These statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025 , including the notes thereto, which were included as part of the Company’s Annual Report.

14 unchanged sentences

Material estimates that are particularly susceptible to significant change relate to the determination of the ACL.

While management uses available information to recognize credit losses on loans, future additions to the ACL may be necessary based on changes in economic conditions, changes in conditions of borrowers’ industries or changes in the condition of individual borrowers.

In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s ACL.

Such agencies may require the Company to recognize additions to the ACL based on their judgments about information available to them at the time of their examination.

While management uses available information to recognize credit losses on loans, future additions to the allowance may be necessary based on changes in economic conditions, changes in conditions of borrowers’ industries or changes in the condition of individual borrowers.

Because of these factors, it is reasonably possible that the ACL may change materially in the near term.

However, the amount of the change that is reasonably possible cannot be estimated.

Other estimates that are susceptible to significant change in the near term relate to the allowance for off-balance sheet credit losses, the fair value of stock-based compensation awards, the determination of an ACL for securities, and the fair value of financial instruments and goodwill.

However, the amount of change that is reasonably possible cannot be estimated.

Other estimates that are susceptible to significant change in the near term relate to the allowance for off-balance sheet credit losses, the fair value of stock-based compensation awards, the determination of an ACL for investment securities, and the fair value of financial instruments and goodwill.

A changing interest rate environment, elevated levels of inflation and changing U.S.

trade and tariff policies have made certain estimates more challenging, including those discussed above.

Earnings Per Common Share

Basic earnings per share is calculated using the two -class method.

The two -class method is an earnings allocation formula that determines earnings per share separately for common stock and participating securities according to dividends declared and participation rights in undistributed earnings.

Under this method, all earnings distributed and undistributed are allocated to participating securities and common shares based on their respective rights to receive dividends.

Unvested share-based payment awards that contain nonforfeitable rights to dividends are considered participating securities (i.e.

unvested time-vested restricted stock), not subject to performance based measures.

Earnings per common share is computed in accordance with FASB ASC Topic 260, “Earnings Per Share.” Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period.

Diluted earnings per common share is computed by using net income available to common shareholders plus dividends declared on dilutive convertible preferred stock, divided by the sum of 1 ) the weighted average number of shares determined for the basic earnings per common share computation, 2 ) the dilutive effect of stock-based compensation using the treasury stock method, and 3 ) the dilutive effect of convertible preferred stock using the if-converted method.

A reconciliation of the weighted average common shares used in calculating basic earnings per common share and the weighted average common shares used in calculating diluted earnings per common share for the reported periods is provided in Note 2 – Earnings Per Common Share.

INVESTAR HOLDING CORPORATION

1 unchanged sentence

Accounting Standards Adopted in 2026

FASB ASC Topic 740 “ Income Taxes - Improvements to Income Tax Disclosures ” Update No.

FASB ASC Topic 326 “ Financial Instruments - Credit Losses (Topic 326 ):

Purchased Loans.

2025 - 08 ( “ ASU 2025 - 08 ” ) .

In December 2023, the FASB issued ASU 2023 - 09, which enhances the transparency and decision usefulness of income tax disclosures.

ASU 2023 - 09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and requires companies to provide more information about the reconciling items in some categories if a quantitative threshold is met.

ASU 2023 - 09 became effective for the Company on January 1, 2025.

The Company will provide the required disclosures in its Annual Report on Form 10 -K for the year ended December 31, 2025, and the adoption of ASU 2023 - 09 is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2025, the FASB issued ASU 2025 - 08, which expands the scope of the “gross‑up” method, formerly applicable only to PCD assets, to include acquired non‑PCD loans that meet certain criteria, now referred to as PSLs.

Under this model, an ACL is recognized at acquisition, offsetting the loan’s amortized cost basis, thereby eliminating the day- one provision expense previously required for non‑PCD assets.

PSLs are defined as non‑PCD loans acquired either (i) through a business combination, or (ii) purchased more than 90 days after origination when the acquirer was not involved in origination.

ASU 2025 - 08 is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods, and must be applied prospectively.

Early adoption is permitted in interim or annual reporting periods in which financial statements have not yet been issued.

An entity that adopts the amendments in an interim reporting period may apply them as of the beginning of that interim reporting period or the beginning of the annual reporting period that includes that interim reporting period.

The Company early adopted ASU 2025 - 08 for the annual reporting period beginning on January 1, 2026.

On January 1, 2026, for PSLs acquired from WFB, the Company established an ACL of $ 11.6 million and recorded it as part of their initial amortized cost.

For additional information, see Note 2.

Business Combinations and Note 5.

Loans and Allowance for Credit Losses.

Recent Accounting Pronouncements

FASB “ Disclosure Improvements ” Update No.

2023 - 06 ( “ ASU 2023 - 06 ”).

In October 2023, the FASB issued ASU 2023 - 06, which amends the disclosure or presentation requirements related to various topics.

The amendment is intended to align GAAP with the SEC’s regulations.

ASU 2023 - 06 is required to be applied prospectively, and early adoption is prohibited.

For reporting entities subject to the SEC’s existing disclosure requirements, the effective dates of ASU 2023 - 06 will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S- X or Regulation S-K becomes effective.

If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S- X or Regulation S-K, the pending content of the related amendment will be removed and will not become effective for any entities.

ASU 2023 - 06 is not expected to have a material impact on the Company’s consolidated financial statements.

FASB ASC Topic 220 “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:

3 unchanged sentences

ASU 2024 - 03 is effective on a prospective basis for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption and retrospective application permitted.

The Company is currently evaluating the provisions of the amendment and the impact on its future consolidated financial statements.

ASU 2024 - 03 is not expected to have a significant impact on our financial statements.

FASB ASC Topic 815 “ Derivatives and Hedging (Topic 815 ):

Hedge Accounting Improvements.

2025 - 09 ( “ ASU 2025 - 09 ” ) .

In November 2025, the FASB issued ASU 2025 - 09, which aligns hedge accounting more closely with an entity’s economic risk management practices.

Key amendments include (i) to allow designating a variable price component of a nonfinancial forecasted purchase or sale as the hedged risk, (ii) to allow grouping individual forecasted transactions with similar ( not identical) risk exposures, (iii) a new model for hedging forecasted interest on variable-rate debt, enabling changes in index or tenor without dedesignation, subject to simplifying assumptions, and (iv) additional clarifications related to hedge accounting of nonfinancial components, net written options, and dual-hedge strategies.

ASU 2025 - 09 is effective on a prospective basis for annual reporting periods beginning after December 15, 2026.

Early adoption is permitted.

ASU 2025 - 09 is not expected to have a significant impact on our financial statements.

INVESTAR HOLDING CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS COMBINATIONS

On January 1, 2026, the Company completed the 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.

After fair value adjustments, the acquisition added $ 1.15 billion in total assets, including $ 950.2 million in net loans, and $ 1.02 billion in deposits.

As consideration paid was in excess of the net fair value of acquired assets, the Company recorded $ 18.0 million of goodwill, none of which is anticipated to be deductible for tax purposes.

Goodwill resulted from a combination of synergies and cost savings, and further expansion into Texas.

The table below shows the allocation of the consideration paid for WFB’s common equity to the acquired identifiable assets and liabilities assumed and the goodwill generated from the transaction (dollars in thousands).

The fair values listed below are subject to refinement for up to one year after the closing date of the acquisition as additional information becomes available.

Preliminary purchase price allocation:

Shares of Investar common stock to be issued for shares of WFB common stock

Price per share, based on Investar common stock price as of December 31, 2025

Fair value of Investar common stock issued

Cash consideration

Total consideration

Fair value of assets acquired:

Cash and cash equivalents

Investment securities

Nonmarketable equity securities

Bank premises and equipment

Core deposit intangible asset

Total assets acquired

Fair value of liabilities acquired:

Repurchase agreements

Notes payable

Other borrowings

Other liabilities

Total liabilities assumed

Fair value of net assets acquired

The Company adopted ASU 2025 - 08 for the annual reporting period beginning on January 1, 2026.

Accordingly, the initial estimate of expected credit losses recognized in the ACL included both PCD and non-PCD loans which were deemed PSLs.

The following table includes principal balance and the fair value of the loans acquired from WFB (dollars in thousands).

Principal Balance Acquired

Non-Credit Premium/(Discount)

Fair Value of Net Loans

$ 1,441 $ ( 97 ) $ ( 143 ) $ 1,201

982,806 ( 22,213 ) ( 11,559 ) 949,034

$ 984,247 $ ( 22,310 ) $ ( 11,702 ) $ 950,235

The Company has determined it was impracticable to disclose stand-alone revenues and net income for legacy WFB since January 1, 2026 due to the streamlining and integration of the operating activities during the first quarter of 2026.

The Company has also determined it was impracticable to include pro forma information for the WFB acquisition due to the cost versus benefit of including such disclosures.

Acquisition Expense

Acquisition related costs of $ 1.7 million and $ 0.2 million are included in acquisition expenses in the accompanying consolidated statements of income for the three months ended March 31, 2026 and 2025 , respectively.

These costs include system conversion and integrating operations charges and legal and consulting expenses.

INVESTAR HOLDING CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

EARNINGS PER COMMON SHARE

The following is a summary of the information used in the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2025 and 2024 (in thousands, except share data).

Three months ended September 30,

Nine months ended September 30,

Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period.

Diluted earnings per common share is computed by using net income available to common shareholders plus dividends declared on dilutive convertible preferred stock, divided by the sum of 1) the weighted average number of shares determined for the basic earnings per common share computation, 2) the dilutive effect of stock-based compensation using the treasury stock method, and 3 ) the dilutive effect of convertible preferred stock using the if-converted method.

The following is a summary of the information used in the computation of basic and diluted earnings per common share for the three months ended March 31, 2026 and 2025 (in thousands, except share and per share data).

Three months ended March 31,

$ 12,024 $ 6,293

4 unchanged sentences

13,762,593 9,832,625

Dilutive effect of stock-based compensation

Dilutive effect of stock compensation

243,338 128,315

Dilutive effect of Series A Preferred Stock

1,547,603 — 521,537 —

Weighted average diluted shares outstanding

5 unchanged sentences

The weighted average shares that have an antidilutive effect in the calculation of diluted earnings per common share and have been excluded from the computations above are shown below.

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Stock options

— 7,405 3,362 6,367

— 401 816 4,420

INVESTAR HOLDING CORPORATION

4 unchanged sentences

Amortized Cost

September 30, 2025

March 31, 2026

Obligations of the U.S.

27 unchanged sentences

The Company calculates realized gains and losses on sales of debt securities under the specific identification method.

Shortly after the acquisition of WFB, substantially all of the securities from the acquired portfolio were sold at carrying value, resulting in net proceeds of approximately $ 50.5 million.

Procee ds from sales of investment securities classified as AFS and gross gains and losses are summarized below for the periods presented (dollars in thousands).

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Proceeds from sales

$ — $ — $ — $ 7,906

$ — $ — $ — $ —

$ — $ — $ — $ ( 383 )

The amortized cost and approximate fair value of investment securities classified as HTM are summarized below as of the dates presented (dollars in thousands).

Amortized Cost

September 30, 2025

March 31, 2026

Obligations of state and political subdivisions

11 unchanged sentences

Securities are classified in the consolidated balance sheets according to management’s intent.

The Company had no securities classified as trading as of September 30, 2025 or December 31, 2024 .

The Company had no securities classified as trading as of March 31, 2026 or December 31, 2025 .

INVESTAR HOLDING CORPORATION

3 unchanged sentences

12 Months or More

September 30, 2025

March 31, 2026

Obligations of the U.S.

27 unchanged sentences

$ 30,685 $ ( 217 ) $ 265,528 $ ( 46,197 ) $ 296,213 $ ( 46,414 )

At September 30, 2025 , 686 of the Company’s AFS debt securities had unrealized losses totaling 13.9 % of the individual securities’ amortized cost basis and 11.6 % of the Company’s total amortized cost basis of the AFS investment securities portfolio.

At March 31, 2026 , 737 of the Company’s AFS debt securities had unrealized losses totaling 12.0 % of the individual securities’ amortized cost basis and 10.4 % of the Company’s total amortized cost basis of the AFS investment securities portfolio.

At such date, 595 of the 737 securities had been in a continuous loss position for over 12 months.

2 unchanged sentences

12 Months or More

September 30, 2025

March 31, 2026

Obligations of state and political subdivisions

12 unchanged sentences

Unrealized losses are generally due to changes in market interest rates.

The Company has the intent to hold these securities either until maturity or a forecasted recovery, and it is more likely than not that the Company will not have to sell the securities before the recovery of their amortized cost basis.

Due to the nature of the investments, current market prices, and the current interest rate environment, the Company determined that these declines were not attributable to credit losses at September 30, 2025 or December 31, 2024 .

The Company intends to hold these securities either until maturity or a forecasted recovery, and it is more likely than not that the Company will not have to sell the securities before the recovery of their amortized cost basis.

The unrealized losses in obligations of state and political subdivisions were caused by interest rate changes.

These securities generally benefit from stable, dedicated revenue sources and a legal framework that prioritizes bondholder payments, which significantly mitigates credit risk.

The unrealized losses in mortgage-backed securities were caused by interest rate changes.

The Company expects to recover the amortized cost basis over the term of the securities.

These securities are either guaranteed by the U.S.

government or by a government sponsored enterprise and are generally considered to be risk-free.

INVESTAR HOLDING CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The amortized cost and approximate fair value of investment debt securities, by contractual maturity, are shown below as of September 30, 2025 (dollars in thousands).

The amortized cost and approximate fair value of investment debt securities, by contractual maturity, are shown below as of March 31, 2026 (dollars in thousands).

Actual maturities may differ from contractual maturities due to mortgage-backed securities whereby borrowers may have the right to call or prepay obligations with or without call or prepayment penalties and certain callable bonds whereby the issuer has the option to call the bonds prior to contractual maturity.

1 unchanged sentence

Held to Maturity

September 30, 2025

March 31, 2026

Due within one year

8 unchanged sentences

$ 459,710 $ 412,557 $ 48,044 $ 50,789

Accrued interest receivable on the Company ’ s investment securities was $ 2.6 million and $ 1.9 million at September 30, 2025 and December 31, 2024 , respectively, and is included in “ Accrued interest receivable ” on the accompanying consolidated balance sheets.

At September 30, 2025 , securities with a carrying value of $ 65.5 million were pledged to secure certain deposits, borrowings, and other liabilities, compared to $ 68.1 million in pledged securities at December 31, 2024 .

Accrued interest receivable on the Company ’ s investment securities was $ 2.8 million and $ 2.2 million at March 31, 2026 and December 31, 2025 , respectively, and is included in “ Accrued interest receivable ” on the accompanying consolidated balance sheets.

At March 31, 2026 , securities with a carrying value of $ 134.8 million were pledged to secure certain deposits, borrowings, and other liabilities, compared to $ 75.6 million in pledged securities at December 31, 2025 .

Equity Securities

Equity securities at fair value include marketable securities in corporate stocks and mutual funds and totaled $ 3.3 million and $ 2.6 million at September 30, 2025 and December 31, 2024 , respectively.

Equity securities at fair value include marketable securities in corporate stocks and mutual funds and totaled $ 3.5 million and $ 3.4 million at March 31, 2026 and December 31, 2025 , respectively.

Nonmarketable equity securities primarily consist of FHLB stock and FRB stock.

4 unchanged sentences

These investments are carried at cost which approximates fair value.

The balance of nonmarketable equity securities at September 30, 2025 and December 31, 2024 was $ 15.3 million and $ 16.5 million, respectively.

The balance of nonmarketable equity securities at March 31, 2026 and December 31, 2025 was $ 21.4 million and $ 17.0 million, respectively.

INVESTAR HOLDING CORPORATION

2 unchanged sentences

The Company’s loan portfolio consists of the following categories of loans as of the dates presented (dollars in thousands).

September 30, 2025

March 31, 2026

December 31, 2025

12 unchanged sentences

Loan origination fees, net of direct loan origination costs and commitment fees, are deferred and amortized as an adjustment to yield over the life of the loan, or over the commitment period, as applicable.

Unamortized premiums and discounts on loans, included in the total loans balances above, were $ 0.1 million at both September 30, 2025 and December 31, 2024 , and unearned income, or deferred fees, on loans was $ 1.3 million and $ 1.0 million at September 30, 2025 and December 31, 2024 , respectively, and is also included in the total loans balance in the table above.

The tables below provide an analysis of the aging of loans as of September 30, 2025 and December 31, 2024 (dollars in thousands).

September 30, 2025

Unamortized premiums and discounts on loans, included in the total loans balances above, were $ 19.5 million and $ 0.1 million at March 31, 2026 and December 31, 2025 , respectively, and unearned income, or deferred fees, on loans was $ 1.5 million and $ 1.6 million at March 31, 2026 and December 31, 2025 , respectively, and is also included in the total loans balance in the table above.

The tables below provide an analysis of the aging of loans as of March 31, 2026 and December 31, 2025 (dollars in thousands).

March 31, 2026

30 - 59 Days Past Due

35 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The tables below provide an analysis of nonaccrual loans as of September 30, 2025 and December 31, 2024 (dollars in thousands).

September 30, 2025

The tables below provide an analysis of nonaccrual loans as of March 31, 2026 and December 31, 2025 (dollars in thousands).

March 31, 2026

Nonaccrual with No Allowance for Credit Loss

25 unchanged sentences

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.

Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions.

Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due.

In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, the borrower’s debt service capacity is considered through the analysis of current financial information, if available, and/or current information with regard to the collateral position.

Regulatory provisions would typically require the placement of a loan on nonaccrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected.

Loans are placed on nonaccrual status when (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected.

Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due.

2 unchanged sentences

A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and payment of future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.

No material interest income was recognized in the consolidated statements of income on nonaccrual loans for the nine months ended September 30, 2025 and 2024 .

No material interest income was recognized in the consolidated statements of income on nonaccrual loans for the three months ended March 31, 2026 and 2025 .

Collateral Dependent Loans

4 unchanged sentences

When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized costs basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell.

The Company ’ s collateral dependent loans include all nonaccrual loans shown in the tables above at September 30, 2025 and December 31, 2024 .

The Company ’ s collateral dependent loans include all nonaccrual loans shown in the tables above at March 31, 2026 and December 31, 2025 .

The types of collateral that secure collateral dependent loans are discussed under “Portfolio Segment Risk Factors” below.

12 unchanged sentences

Construction and development loans are primarily secured by residential and commercial properties, which are under construction and/or redevelopment.

1 - 4 Family - The 1 - 4 family portfolio mainly consists of residential mortgage loans to consumers to finance a primary residence.

1 - 4 Family - The 1 - 4 family portfolio consists of fixed-rate and adjustable-rate residential mortgage loans to consumers to finance a primary residence.

The majority of these loans are secured by first liens on residential properties located in the Company’s market areas and carry risks associated with the creditworthiness of the borrower and changes in the value of the collateral and loan-to-value-ratios.

The adjustable-rate mortgage loans provide an initial fixed interest rate, generally for three, five or seven years, and then adjust annually thereafter and amortize over a period of up to 30 years.

Adjustable-rate mortgage loans generally present different credit risks than fixed-rate mortgage loans primarily because the underlying debt service payments of the borrowers increase as interest rates increase, thereby increasing the potential for delinquency and default.

The Company manages these risks through policies and procedures such as limiting loan-to-value ratios at origination, employing experienced underwriting personnel, requiring standards for appraisers, and not making subprime loans.

53 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The tables below present the Company’s loan portfolio by year of origination, category, and credit quality indicator as of September 30, 2025 and December 31, 2024 (dollars in thousands).

The tables below present the Company’s loan portfolio by year of origination, category, and credit quality indicator as of March 31, 2026 and December 31, 2025 (dollars in thousands).

Loans acquired are shown in the table by origination year.

The Company had an immaterial amount of revolving loans converted to term loans at September 30, 2025 and December 31, 2024 .

September 30, 2025

The Company had an immaterial amount of revolving loans converted to term loans at March 31, 2026 and December 31, 2025 .

March 31, 2026

Revolving Loans

46 unchanged sentences

— — 3 49 24 160 73 309

— — 24 — — — — 24

Total commercial and industrial

15 unchanged sentences

— — 24 — — — — 24

$ 48,227 $ 434,420 $ 192,674 $ 274,835 $ 929,900 $ 761,270 $ 426,490 $ 3,067,816

Current-period gross charge-offs

70 unchanged sentences

$ ( 71 ) $ ( 34 ) $ ( 90 ) $ ( 65 ) $ ( 41 ) $ ( 24 ) $ ( 134 ) $ ( 459 )

The Company had no loans that were classified as doubtful or loss at September 30, 2025 or December 31, 2024 .

The Company had no loans that were classified as Loss at March 31, 2026 and no loans that were classified as Doubtful or Loss at December 31, 2025 .

INVESTAR HOLDING CORPORATION

1 unchanged sentence

Loan Participations and Sold Loans

Loan participations and whole loans sold to and servic ed for others are not included in the accompanying consolidated balance sheets, the balances of which we re $ 44.4 million and $ 38.2 million a t September 30, 2025 and December 31, 2024 , respectively.

The unpaid principal balances of these loans were approximate ly $ 228.4 million and $ 175.0 million at September 30, 2025 and December 31, 2024 , respectively.

Loan participations and whole loans sold to and serviced for others are not included in the accompanying consolidated balance sheets, the balances of which were $ 47.9 million and $ 44.7 million at March 31, 2026 and December 31, 2025 , respectively.

The total unpaid principal balances of loans where participating interests have been sold were a pproximate ly $ 229.6 million and $ 239.2 million at March 31, 2026 and December 31, 2025 , respectively.

Loans to Related Parties

In the ordinary course of business, the Company makes loans to related parties including its executive officers, principal stockholders, directors and their immediate family members, as well as to companies of which these individuals are principal owners.

Loans outstanding to such related party borrowers amounted to approximately $ 35.2 million and $ 43.6 million as of September 30, 2025 and December 31, 2024 , respectively.

No related party loans were classified as nonperforming or nonaccrual at September 30, 2025 or December 31, 2024 .

Loans outstanding to such related party borrowers amounted to approximately $ 34.3 million and $ 34.7 million as of March 31, 2026 and December 31, 2025 , respectively.

No related party loans were classified as nonperforming or nonaccrual at March 31, 2026 or December 31, 2025 .

The table below shows the aggregate principal balance of loans to such related parties as of the dates presented (dollars in thousands).

September 30, 2025

March 31, 2026

December 31, 2025

7 unchanged sentences

Allowance for Credit Losses

The Company accounts for the ACL in accordance with FASB ASC Topic 326 “ Financial Instruments – Credit Losses ” (“ASC 326” ) , which uses the CECL accounting methodology.

The CECL methodology requires that lifetime expected credit losses be recorded at the time the financial asset is originated or acquired, and be adjusted each period as a provision for credit losses for changes in expected lifetime credit losses.

The Company developed a CECL model methodology that calculates expected credit losses over the life of the portfolio by analyzing the composition, characteristics and quality of the loan portfolio, as well as prevailing economic conditions and forecasts.

The CECL calculation estimates credit losses using a combination of discounted cash flow and remaining life analyses.

The CECL calculation estimates credit losses using a combination of discounted cash flow and remaining life analyses, which is a type of loss rate methodology that uses an average loss rate and applies it to future expected outstanding balances of the pool.

Management has determined that four quarters represents a reasonable and supportable forecast period.

To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, when necessary, the model reverts back to the historical loss rates adjusted for qualitative factors related to current conditions using a four -quarter reversion period.

1 unchanged sentence

The ACL is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist.

For each pool of loans, the Company evaluates and applies qualitative adjustments to the calculated ACL based on several factors, including, but not limited to, changes in current and expected future economic conditions, changes in the nature and volume of the portfolio, changes in levels of concentrations, changes in the volume and severity of past due loans, changes in lending policies and personnel and changes in the competitive and regulatory environment of the banking industry.

For each pool of loans, the Company evaluates and applies qualitative adjustments to the calculated ACL based on several factors, including, but not limited to, changes in current and expected future economic conditions, changes in the nature and volume of the portfolio, changes in levels of concentrations, changes in the volume and severity of past due loans, changes in lending policies and personnel, changes in the competitive and regulatory environment of the banking industry, and changes in other external factors.

Loans that do not share similar risk characteristics with other loans are excluded from the loan pools and individually evaluated for impairment.

6 unchanged sentences

The Company made the accounting policy election to exclude accrued interest receivable from the amortized cost of loans and the estimate of the ACL.

Accrued interest receivable on the Company’s loan s was $ 12.1 million and $ 12.5 million a t September 30, 2025 and December 31, 2024 , respectively, and is included in “ Accrued interest receivable ” on the accompanying consolidated balance sheets.

The table below shows a summary of the activity in the ACL for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands).

Three months ended September 30,

Nine months ended September 30,

Accrued interest receivable on the Company’s loan s was $ 16.7 million and $ 12.1 million a t March 31, 2026 and December 31, 2025 , respectively, and is included in “ Accrued interest receivable ” on the accompanying consolidated balance sheets.

The table below shows a summary of the activity in the ACL for the three months ended March 31, 2026 and 2025 (dollars in thousands).

Three months ended March 31,

Balance, beginning of period

$ 26,349 $ 26,721

Provision for credit losses on loans (1)

( 86 ) ( 906 ) ( 3,609 ) ( 2,615 )

ACL on PCD loans at acquisition

ACL on PSL loans at acquisition

Reversal of credit losses on loans (1)

( 1,802 ) ( 3,695 )

2 unchanged sentences

$ 35,985 $ 26,435

For the three months ended September 30, 2025 , the $ 0.1 million provision for credit losses on the consolidated statement of income includes a $ 0.1 million negative provision for loan losses and a $ 0.2 million provision for unfunded loan commitments.

For the nine months ended September 30, 2025 , the $ 3.3 million negative provision for credit losses on the consolidated statement of income includes a $ 3.6 million negative provision for loan losses and a $ 0.3 million provision for unfunded loan commitments.

For the three months ended September 30, 2024 , the $ 0.9 million negative provision for credit losses on the consolidated statement of income includes a $ 0.9 million negative provision for loan losses and a $ 40,000 negative provision for unfunded loan commitments.

For the nine months ended September 30, 2024 , the $ 2.8 million negative provision for credit losses on the consolidated statement of income includes a $ 2.6 million negative provision for loan losses and a $ 0.2 million negative provision for unfunded loan commitments.

The provision for credit losses for the three months ended September 30, 2025 was primarily due t o loan growth partially offset by changes in the economic forecast and loan mix.

Th e negative provision for credit losses for the nine months ended September 30, 2025 was primarily due t o a $ 3.3 million recovery during the first quarter of 2025 of loans previously charged off as a result of a property insurance settlement related to one loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.

The negative provision for credit losses for the three months ended September 30, 2024 was primarily due to net recoveries of $ 0.4 million, a decrease in total loans, aging of existing loans, and an improvement in the economic forecast.

The negative provision for credit losses for the nine months ended September 30, 2024 was primarily due to net recoveries, a decrease in total loans, aging of existing loans, an improvement in economic forecast, and, to a lesser extent, the completion of the Company ’s annual CECL allowance model recalibration, which resulted in lower historical loss rates.

For the three months ended March 31, 2026 , the $ 2.1 million reversal of credit losses on the consolidated statement of income includes a $ 1.8 million reversal of credit losses on loans and a $ 0.3 million reversal of credit losses on unfunded loan commitments.

For the three months ended March 31, 2025 , the $ 3.6 million reversal of credit losses on the consolidated statement of income includes a $ 3.7 million reversal of credit losses on loans and a $ 0.1 million provision for credit losses on unfunded loan commitments.

The reversal of credit losses on loans for the three months ended March 31, 2026 was primarily due t o a decrease in total loans during the quarter, changes in the economic forecast and the completion of our CECL allowance model recalibration.

The reversal of credit losses on loans for the three months ended March 31, 2025 was primarily due to net recoveries on one loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.

INVESTAR HOLDING CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following tables outline the activity in the ACL by collateral type for the three and nine months ended September 30, 2025 and 2024 , and show both the allowance and portfolio balances for loans individually and collectively evaluated for impairment as of September 30, 2025 and 2024 (dollars in thousands).

Three months ended September 30, 2025

Construction & Development

Commercial Real Estate

Commercial & Industrial

Allowance for credit losses:

Beginning balance

$ 1,313 $ 6,434 $ 1,494 $ 5 $ 12,012 $ 5,263 $ 99 $ 26,620

Provision for credit losses on loans

( 33 ) ( 148 ) 368 — ( 386 ) 106 7 ( 86 )

— ( 59 ) — — — ( 8 ) ( 26 ) ( 93 )

1 11 — — — 12 5 29

Ending balance

$ 1,281 $ 6,238 $ 1,862 $ 5 $ 11,626 $ 5,373 $ 85 $ 26,470

Three months ended September 30, 2024

The following tables outline the activity in the ACL by collateral type for the three months ended March 31, 2026 and 2025 , and show both the allowance and portfolio balances for loans individually and collectively evaluated for impairment as of March 31, 2026 and 2025 (dollars in thousands).

Three months ended March 31, 2026

Construction & Development

4 unchanged sentences

$ 1,327 $ 6,053 $ 1,814 $ 6 $ 11,388 $ 5,680 $ 81 $ 26,349

Provision for credit losses on loans

( 596 ) 76 ( 293 ) ( 1 ) 89 ( 200 ) 19 ( 906 )

— ( 38 ) — — — ( 17 ) ( 23 ) ( 78 )

421 3 — — — 38 5 467

Ending balance

ACL on PCD loans at acquisition

— 109 — — — 15 19 143

Nine months ended September 30, 2025

Construction & Development

Commercial Real Estate

Commercial & Industrial

Allowance for credit losses:

Beginning balance

ACL on PSL loans at acquisition

455 9,344 51 2 874 783 50 11,559

Provision for credit losses on loans

Provision for (reversal of) credit losses on loans

( 427 ) 475 ( 719 ) — ( 3,217 ) 2,051 35 ( 1,802 )

14 unchanged sentences

$ 318,868 $ 920,480 $ 135,081 $ 7,803 $ 1,010,666 $ 661,803 $ 13,115 $ 3,067,816

Nine months ended September 30, 2024

Three months ended March 31, 2025

Construction & Development

4 unchanged sentences

$ 1,145 $ 5,603 $ 1,185 $ 8 $ 11,759 $ 6,933 $ 88 $ 26,721

Provision for credit losses on loans

Provision for (reversal of) credit losses on loans

112 964 312 — ( 3,055 ) ( 2,062 ) 34 ( 3,695 )

16 unchanged sentences

Occasionally, the Company modifies loans to borrowers in financial distress by providing certain concessions, such as principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, a term extension, or a combination of such concessions.

Modifications that do not impact the contractual payments terms, such as covenant waivers, modification of a contingent acceleration clauses, and insignificant payment delays are not included in the disclosures.

Modifications that do not impact the contractual payment terms, such as covenant waivers, modification of a contingent acceleration clauses, and insignificant payment delays are not included in the disclosures.

When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL.

Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off.

During the nine months ended September 30, 2025 and 2024 , the Company did not provide any modifications under these circumstances to borrowers experiencing financial difficulty.

INVESTAR HOLDING CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

STOCKHOLDERS ’ EQUITY

Series A Preferred Stock

July 1, 2025, the Company completed a private placement of

32,500 shares of its newly designated Series A Preferred Stock at a purchase price of

$ 1,000 per share pursuant to securities purchase agreements (collectively, the “Securities Purchase Agreements”) with certain institutional and other accredited investors, for aggregate gross proceeds to the Company o

f $ 32.5 million.

The net proceeds of the private placement were approximately $ 30.4 million, after deducting placement agent fees and other offering related expenses.

The Company intends to use the net proceeds from the private placement to support the acquisition of WFB and for general corporate purposes, including organic growth and other potential acquisitions.

The Series A Preferred Stock is intended to qualify as additional Tier 1 capital of the Company.

The relative preferences, rights and limitations of the Series A Preferred Stock are set forth in the Company’s Restated Articles of Incorporation, as amended by the Articles of Amendment effective as of

June 30, 2025 ( as amended, the “Restated Articles”).

Pursuant to the Restated Articles, holders of the Series A Preferred Stock are entitled to receive, when, as and if authorized by the Board, on a non-cumulative basis, quarterly cash dividends at an annual rate equal to

6.5 % on the liquidation preference of

$ 1,000 per share, payable in arrears on

October 1 of each year commencing on

October 1, 2025.

Subject to certain exceptions, the Company is prohibited from paying dividends on, or repurchasing or redeeming its common stock, unless full dividends for the Series A Preferred Stock’s most recently completed dividend period have been declared and paid on all outstanding shares of Series A Preferred Stock.

Holders of Series A Preferred Stock have the right, at any time and from time to time, at such holder’s option to convert all or any portion of their Series A Preferred Stock into shares of the Company’s common stock at the rate of

47.619 shares of common stock per share of Series A Preferred Stock (subject to certain adjustments) (the “Conversion Rate”), plus cash in lieu of fractional shares of common stock.

The maximum number of shares of common stock that

may be issued upon conversion is

1,600,000 (subject to certain adjustments as described in the Restated Articles).

In addition, subject to certain conditions, on or after

July 1, 2028, the Company will have the right, at its option, from time to time on any dividend payment date, to cause some or all of the Series A Preferred Stock to be converted into shares of the Company’s common stock at the Conversion Rate if, for

20 trading days within a period of

30 consecutive trading days, the closing price of the Company’s common stock exceeds

$ 26.25 per share (subject to certain adjustments).

The Series A Preferred Stock has

no maturity date and is perpetual unless redeemed by the Company or converted in accordance with the Restated Articles.

Subject to certain conditions, the Company

may redeem, from time to time, in whole or in part, shares of Series A Preferred Stock on any dividend payment date occurring on or after

July 1, 2030 at a redemption price of

$ 1,000 per share, plus all declared but unpaid dividends thereon, without regard to, or accumulation of, any undeclared dividends.

Holders of the Series A Preferred Stock have

no voting rights, except with respect to certain changes in the terms of the Series A Preferred Stock, certain fundamental business transactions and as otherwise required by applicable law.

If the Company voluntarily or involuntarily liquidates, dissolves or winds up, each holder will be entitled to receive, before any distribution of assets or proceeds is made to holders of the Company’s common stock, cash liquidating distributions in an amount equal to the greater of (i) the liquidation preference of

$ 1,000 per share of, plus all declared but unpaid dividends thereon, without regard to, or accumulation of, any undeclared dividends, and (ii) the amount that such holder would have received in respect of the common stock issuable upon conversion of the Series A Preferred Stock had such holder converted such share of Series A Preferred Stock immediately prior to such time.

Upon the occurrence of specified “Reorganization Events” as defined in the Restated Articles, such as a merger in which the Company’s common stock is converted into other consideration, each share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event will be entitled to receive, before any distribution of such assets or proceeds is made to holders of the Company’s common stock, in full, the greater of (i) the amount per share equal to the liquidation value of

$ 1,000 per share, plus all declared but unpaid dividends thereon, without regard to, or accumulation of, any undeclared dividends, and (ii) the amount equal to the distribution amount of such assets or proceeds of the Company as was receivable by a holder of the number of shares of the Company’s common stock into which such share of Series A Preferred Stock was convertible immediately prior to such Reorganization Event.

The Securities Purchase Agreements contain representations and warranties, covenants, and indemnification provisions that are customary for private placements of shares of convertible preferred stock by companies that have securities registered with the SEC.

In connection with the execution of the Securities Purchase Agreements, the Company and each of the purchasers entered into a Registration Rights Agreement, pursuant to which the Company agreed at its expense, subject to certain exceptions, to file with the SEC a registration statement to register the resale of the shares of the Company’s common stock issuable to the holders of the Series A Preferred Stock upon conversion thereof.

The Company’s obligation to have an effective registration statement covering the resale of the shares of common stock underlying the Series A Preferred Stock continues until such securities (i) are sold or otherwise transferred under an effective registration statement under the Securities Act, (ii) cease to be outstanding, (iii) are transferred in a transaction in which the purchaser’s rights are

not assigned to the transferee of the securities, (iv) are sold in accordance with Rule

144 promulgated under the Securities Act (“Rule

144” ), or (v) become eligible for resale without volume or manner-of-sale restrictions under Rule

144 (or any successor rule then in effect) and without the requirement for the Company to be in compliance with the current public information requirement under Rule

The Company filed a Registration Statement on Form S- 3 with the SEC on September 2, 2025 registering the resale from time to time by the stockholders named therein of the shares of Company common stock issuable upon conversion of shares of Series A Preferred Stock.

The Registration Statement was declared effective by the SEC on September 17, 2025.

Accumulated Other Comprehensive (Loss) Income

Activity within the balances in accumulated other comprehensive (loss) income, net is shown in the table below (dollars in thousands).

Three months ended September 30,

Beginning of Period

End of Period

Beginning of Period

End of Period

Unrealized (loss) gain, AFS, net

$ ( 36,701 ) $ 4,262 $ ( 32,439 ) $ ( 43,844 ) $ 10,523 $ ( 33,321 )

Reclassification of realized gain, AFS, net

( 4,926 ) ( 2 ) ( 4,928 ) ( 5,218 ) ( 1 ) ( 5,219 )

Unrealized gain, transfer from AFS to HTM, net

Accumulated other comprehensive (loss) income

$ ( 41,626 ) $ 4,260 $ ( 37,366 ) $ ( 49,061 ) $ 10,522 $ ( 38,539 )

Nine months ended September 30,

Beginning of Period

End of Period

Beginning of Period

End of Period

Unrealized (loss) gain, AFS, net

$ ( 43,432 ) $ 10,993 $ ( 32,439 ) $ ( 39,627 ) $ 6,306 $ ( 33,321 )

Reclassification of realized (gain) loss, AFS, net

( 4,926 ) ( 2 ) ( 4,928 ) ( 5,521 ) 302 ( 5,219 )

Unrealized gain, transfer from AFS to HTM, net

Accumulated other comprehensive (loss) income

$ ( 48,357 ) $ 10,991 $ ( 37,366 ) $ ( 45,147 ) $ 6,608 $ ( 38,539 )

During the three months ended March 31, 2026 and 2025 , the Company did not provide any modifications under these circumstances to borrowers experiencing financial difficulty.

INVESTAR HOLDING CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

STOCK-BASED COMPENSATION

Equity Incentive Plan.

The Company’s Amended and Restated 2017 Long-Term Incentive Compensation Plan (the “Plan”) authorizes the grant of various types of equity awards, such as restricted stock, RSUs, stock options and stock appreciation rights to eligible participants, which include all of the Company’s employees, non-employee directors, and consultants.

Under the Plan, a total of 1,200,000 shares of common stock are reserved, 600,000 of which were authorized in 2021, for issuance to eligible participants pursuant to equity awards under the Plan.

The Plan is administered by the Compensation Committee of the Board, which determines, within the provisions of the Plan, those eligible employees to whom, and the times at which, equity awards will be granted.

The Compensation Committee, in its discretion, may delegate its authority and duties under the Plan to specified officers;

however, only the Compensation Committee may approve the terms of equity awards to the Company’s executive officers and directors.

At September 30, 2025 , approximately 208,197 shares remain available for grant under the plan.

Stock Options

The Company grants stock options to key personnel that vest in one - fifth increments on each of the first five anniversaries of the grant date, and the maximum option term cannot exceed ten years measured from the grant date.

The Company uses a Black-Scholes option pricing model to estimate the fair value of stock-based awards.

The Black-Scholes option pricing model incorporates various subjective assumptions, including expected term and expected volatility.

Expected volatility was determined based on the historical volatilities of the Company.

The table below shows the assumptions used for the stock options granted during the nine months ended September 30, 2024 .

The Company did not grant any stock options during the nine months ended September 30, 2025 .

Dividend yield

Expected volatility

Risk-free interest rate

Expected term (in years)

Weighted average grant date fair value

Stock option expense of $ 32,000 and $ 0.1 million is included in “Salaries and employee benefits” in the accompanying consolidated statements of income for the three and nine months ended September 30, 2025 , respectively, and $ 41,000 and $ 0.1 million for the three and nine months ended September 30, 2024 , respectively.

At September 30, 2025 , there was $ 0.3 million of unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average period of 2.7 years.

The table below summarizes the Company’s stock option activity for the periods presented.

Nine months ended September 30,

Number of Options

Weighted Average Exercise Price

Number of Options

Weighted Average Exercise Price

Outstanding, beginning of period

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company’s intangible assets consist of goodwill, core deposit intangible assets arising from acquisitions, and a trademark intangible.

At March 31, 2026 and December 31, 2025 , “Goodwill and other intangible assets, net” in the accompanying consolidated balance sheets totaled $ 72.1 million and $ 41.2 million, respectively, and included no accumulated impairment losses.

The carrying amount of goodwill at March 31, 2026 and December 31, 2025 was $ 58.1 million and $ 40.1 million, respectively.

The Company recorded $ 18.0 million of goodwill during 2026, related to the acquisition of WFB.

The Company reviews the carrying value of goodwill and indefinite-lived intangible assets at least annually, or more frequently if certain impairment indicators exist.

No goodwill impairment was recorded during the periods presented.

The table below shows a summary of goodwill activity for the periods presented (dollars in thousands).

March 31, 2026

December 31, 2025

Beginning balance

$ 40,088 $ 40,088

Acquisition of WFB

Ending balance

$ 58,090 $ 40,088

Core deposit intangibles have finite lives and are being amortized on an accelerated basis over their estimated useful lives, which range from 10 to 15 years.

The Company recorded a core deposit intangible of $ 13.6 million related to the acquisition of WFB.

The table below shows a summary of the core deposit intangible assets as of the dates presented (dollars in thousands).

March 31, 2026

December 31, 2025

Gross carrying amount

$ 21,055 $ 7,486

Outstanding, end of period

Accumulated amortization

( 7,107 ) ( 6,490 )

Exercisable, end of period

Net carrying amount

$ 13,948 $ 996

Amortization expense for the core deposit intangible assets recorded in “Depreciation and amortization” in the accompanying consolidated statements of income totaled approximately $ 0.6 million and $ 0.1 million for the three months ended March 31, 2026 and 2025 , respectively.

The estimated remaining amortization expense for the Company’s core deposit intangible assets is displayed in the table below (dollars in thousands).

The weighted average amortization period remaining for core deposit intangibles is 9.4 years.

Remainder of 2026

The trademark intangible had a carrying value of $0.1 million at March 31, 2026 and December 31, 2025 .

INVESTAR HOLDING CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock and RSUs

Under the Plan, the Company may grant restricted stock, RSUs, and other stock-based awards to Plan participants, subject to forfeiture upon the occurrence of certain events until the vesting dates specified in the participant’s award agreement.

Historically, the Company granted restricted stock awards to Plan participants.

Beginning in 2019, the Company began granting time-vesting RSUs to its non-employee directors and certain officers of the Company, with vesting terms ranging from two years to five years.

The RSUs do not have voting rights and do not receive dividends or dividend equivalents.

As of May 1, 2023, all of the previously granted shares of restricted stock had vested, and only outstanding RSUs remained.

Compensation expense for RSUs, which is calculated based on the market price of the Company’s common stock at the grant date applied to the total number of units granted, is recognized on a straight-line basis over the requisite service period of generally five years for employees and, through the end of 2024, two years for non-employee directors .

Beginning on January 1, 2025, grants of RSUs to non-employee directors generally vest over a service period of five years.

Upon vesting of RSUs, the benefit of tax deductions in excess of recognized compensation expense is reflected as an income tax benefit in the consolidated statements of income.

Compensation expense related RSUs of $ 0.5 million and $ 1.4 million is included in the accompanying consolidated statements of income for the three and nine months ended September 30, 2025 , respectively, and $ 0.5 million and $ 1.3 million for the three and nine months ended September 30, 2024 , respectively.

The unearned compensation related to these awards is amortized to compensation expense over the vesting period.

As of September 30, 2025 , unearned stock-based compensation cost associated with these awards totaled approximately $ 4.8 million and is expected to be recognized over a weighted average period of 3.4 years.

The following table summarizes the RSU activity for the periods presented.

Nine months ended September 30,

Weighted Average Grant Date Fair Value

Balance, beginning of period

323,820 $ 16.65 336,749 $ 17.37

134,169 17.76 110,886 16.41

( 7,309 ) 16.54 ( 25,266 ) 17.06

Earned and issued

( 105,504 ) 17.68 ( 96,855 ) 18.84

Balance, end of period

345,176 $ 16.76 325,514 $ 16.63

STOCKHOLDERS ’ EQUITY

Accumulated Other Comprehensive (Loss) Income

Activity within the balances in accumulated other comprehensive (loss) income, net is shown in the table below (dollars in thousands).

AFS Securities

Three months ended March 31, 2026:

Balance at beginning of period

Unrealized loss, net

Balance at end of period

AFS Securities

Three months ended March 31, 2025:

Balance at beginning of period

Unrealized gain, net

Balance at end of period

INVESTAR HOLDING CORPORATION

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DERIVATIVE FINANCIAL INSTRUMENTS

As part of its liability management, the Company has historically utilized pay-fixed interest rate swaps to manage exposure against the variability in the expected future cash flows (future interest payments) attributable to changes in the 1 -month SOFR associated with the forecasted issuances of 1 -month fixed rate debt arising from a rollover strategy.

To mitigate credit risk, securities were pledged to the Company by the counterparties in an amount greater than or equal to the gain position of the derivative contracts.

Conversely, securities were pledged to the counterparties by the Company in an amount greater than or equal to the loss position of the derivative contracts, if applicable.

There were no assets or liabilities recorded in the accompanying consolidated balance sheets at September 30, 2025 or December 31, 2024 associated with the swap contracts, other than interest rate swaps related to customer loans, described below.

Customer Derivatives – Interest Rate Swaps

The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement.

Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan.

The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement.

The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC Topic 815, “ Derivatives and Hedging ” (“ASC 815” ) , and are marked to market through earnings.

The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC Topic 815 “Derivatives and Hedging,” and changes in fair value are recognized in other operating income.

As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings;

however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC Topic 820 “Fair Value Measurement” (“ASC 820” ).

The Company did not recognize any net gains or losses in other operating income resulting from fair value adjustments of these swap agreements during the three and nine months ended September 30, 2025 and 2024 .

The table below presents the notional amounts and fair values of the Company’s derivative financial instruments as well as their classification on the accompanying consolidated balance sheets at September 30, 2025 and December 31, 2024 (dollars in thousands).

The Company did not recognize any gains or losses in other operating income resulting from fair value adjustments of these swap agreements during the three months ended March 31, 2026 and 2025 .

The table below presents the notional amounts and fair values of the Company’s derivative financial instruments as well as their classification on the accompanying consolidated balance sheets at March 31, 2026 and December 31, 2025 (dollars in thousands).

Derivative Assets (2)

Derivative Liabilities (2)

September 30, 2025

March 31, 2026

Interest rate swaps

3 unchanged sentences

$ 361,564 $ 11,660 $ 11,660

( 1 ) At September 30, 2025 the Company had notional amounts of $ 183.1 million in interest rate swap contracts with customers and $ 183.1 million in offsetting interest rate swap contracts with other financial institutions.

( 1 ) At March 31, 2026 the Company had notional amounts of $ 162.8 million in interest rate swap contracts with customers and $ 162.8 million in offsetting interest rate swap contracts with other financial institutions.

At December 31, 2025 the Company had notional amounts of $ 180.8 million in interest rate swap contracts with customers and $ 180.8 million in offsetting interest rate swap contracts with other financial institutions.

( 2 ) Derivative assets and liabilities are reported at fair value in “Other assets” and “Accrued taxes and other liabilities,” respectively, in the accompanying consolidated balance sheets.

The table below presents the gross presentation, the effects of offsetting, and a net presentation of the Company’s derivative financial instruments and securities sold under agreements to repurchase at March 31, 2026 and December 31, 2025 (dollars in thousands).

Gross Amounts Not Offset in the Consolidated Balance Sheets

Gross Amounts Recognized

Gross Amounts Offset in the Consolidated Balance Sheets

Net Amounts Presented in the Consolidated Balance Sheets

Financial Instruments

Cash Collateral (1)

March 31, 2026

Financial assets:

Interest rate swaps

$ 11,374 $ — $ 11,374 $ — $ ( 9,719 ) $ 1,655

Financial liabilities:

Interest rate swaps

$ 11,374 $ — $ 11,374 $ — $ — $ 11,374

Repurchase agreements

18,363 — 18,363 ( 18,363 ) — —

$ 29,737 $ — $ 29,737 $ ( 18,363 ) $ — $ 11,374

December 31, 2025

Financial assets:

Interest rate swaps

$ 11,660 $ — $ 11,660 $ — $ ( 8,729 ) $ 2,931

Financial liabilities:

Interest rate swaps

$ 11,660 $ — $ 11,660 $ — $ — $ 11,660

Repurchase agreements

11,183 — 11,183 ( 11,183 ) — —

$ 22,843 $ — $ 22,843 $ ( 11,183 ) $ — $ 11,660

( 1 ) The Company had no collateral posted with counterparties at March 31, 2026 and December 31, 2025 .

Collateral received from counterparties is included in “Interest-bearing deposits” in the accompanying consolidated balance sheets.

INVESTAR HOLDING CORPORATION

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In accordance with ASC 820, these investments are measured at fair value using the net asset value practical expedient and are not required to be classified in the fair value hierarchy.

At both September 30, 2025 and December 31, 2024 , the fair values of these investments were $ 3.8 million and are included in “Other assets” in the accompanying consolidated balance sheets.

At March 31, 2026 and December 31, 2025 , the fair values of these investments were $ 3.6 million and $ 3.5 million, respectively, and are included in “Other assets” in the accompanying consolidated balance sheets.

Fair Value Hierarchy

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Level 2 – Valuation is based upon observable inputs other than quoted prices included in level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Valuation is based upon unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

Level 3 – Valuation is based upon unobservable inputs that are supported by little or no market activity.

This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs, as well as an entity’s own assumptions that market participants would use in pricing the assets or liabilities.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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Level 1 securities include marketable equity securities in corporate stocks and mutual funds.

If quoted market prices are not available, the Company estimates fair values using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, and credit spreads.

Examples of such instruments, which would generally be classified within level 2 of the valuation hierarchy if observable inputs are available, include obligations of the U.S.

If quoted market prices are

not available, the Company estimates fair values using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, and credit spreads.

Examples of such instruments, which would generally be classified within level

2 of the valuation hierarchy if observable inputs are available, include obligations of the U.S.

Treasury and U.S.

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as well as other reference data.

At September 30, 2025 and December 31, 2024 , substantially all of the Company’s level 3 investments were obligations of state and political subdivisions.

At March 31, 2026 and December 31, 2025 , all of the Company’s level 3 investments were obligations of state and political subdivisions.

The Company estimated the fair value of these level 3 investments using discounted cash flow models, the key inputs of which are the coupon rate, current spreads to the yield curves, and expected repayment dates, adjusted for illiquidity of the local municipal market and sinking funds, if applicable.

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Estimated Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

September 30, 2025

March 31, 2026

Obligations of the U.S.

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Changes in the Company’s ability to observe inputs to the valuation may cause reclassification of certain assets or liabilities within the fair value hierarchy.

The tables below provide a reconciliation for assets measured at fair value on a recurring basis using significant unobservable inputs, or level 3 inputs, for the nine months ended September 30, 2025 and 2024 (dollars in thousands).

The tables below provide a reconciliation for assets measured at fair value on a recurring basis using significant unobservable inputs, or level 3 inputs, for the three months ended March 31, 2026 and 2025 (dollars in thousands).

Obligations of State and Political Subdivisions

Corporate Bonds

Balance at December 31, 2025

$ 4,317 $ 494

Realized gain (loss) included in earnings

1 unchanged sentence

Maturities, prepayments, and calls

( 917 ) ( 500 )

Transfers into level 3

Transfers out of level 3

Balance at September 30, 2025

Balance at March 31, 2026

Obligations of State and Political Subdivisions

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Realized gain (loss) included in earnings

Unrealized (loss) gain included in other comprehensive income

Unrealized gain included in other comprehensive income

Maturities, prepayments, and calls

1 unchanged sentence

Transfers out of level 3

Balance at September 30, 2024

Balance at March 31, 2025

$ 3,476 $ 495

There were no liabilities measured at fair value on a recurring basis using level 3 inputs at September 30, 2025 and December 31, 2024 .

For the nine months ended September 30, 2025 and 2024 , there were no gains or losses included in earnings related to the change in fair value of the assets measured on a recurring basis using significant unobservable inputs held at the end of the period.

The following table provides quantitative information about significant unobservable inputs used in fair value measurements of level 3 assets measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024 (dollars in thousands).

There were no liabilities measured at fair value on a recurring basis using level 3 inputs at March 31, 2026 and December 31, 2025 .

For the three months ended March 31, 2026 and 2025 , there were no gains or losses included in earnings related to the change in fair value of the assets measured on a recurring basis using significant unobservable inputs held at the end of the period.

The following table provides quantitative information about significant unobservable inputs used in fair value measurements of level 3 assets measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025 (dollars in thousands).

Estimated Fair Value

2 unchanged sentences

Range of Discounts

September 30, 2025

Weighted Average Discount (1)

March 31, 2026

Obligations of state and political subdivisions

2 unchanged sentences

Bond appraisal adjustment (2)

0 % - 6 % 1 %

December 31, 2025

3 unchanged sentences

Bond appraisal adjustment (2)

Corporate bonds

494 Option-adjusted discounted cash flow model;

present value of expected future cash flow model

Bond appraisal adjustment (1)

0 % - 6 % 2 %

( 1 ) Weighted by relative fair value

( 2 ) Fair values determined through valuation analysis using coupon, yield (discount margin), liquidity and expected repayment dates.

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Other Real Estate Owned – Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure and real property no longer used in the Bank’s business operations.

Real estate acquired through foreclosure is initially recorded at fair value at the time of foreclosure, less estimated selling cost, and any related write-down is charged to the ACL.

Real property no longer used in the Bank’s business operations is recorded at the lower of its net book value or fair value at the date of transfer to other real estate owned.

Subsequently, it may be necessary to record nonrecurring fair value adjustments for declines in fair value.

Other real estate owned is recorded at the lower of its net book value or fair value, and it may be necessary to record nonrecurring fair value adjustments for declines in fair value.

Fair value, when recorded, is determined based on appraisals by qualified licensed appraisers and adjusted for management’s estimates of costs to sell.

Accordingly, values for other real estate owned are classified as level 3.

Quantitative information about assets measured at fair value on a nonrecurring basis based on significant unobservable inputs (level 3 ) is summarized below as of September 30, 2025 and December 31, 2024 .

There were no liabilities measured on a nonrecurring basis at September 30, 2025 or December 31, 2024 (dollars in thousands).

Quantitative information about assets measured at fair value on a nonrecurring basis based on significant unobservable inputs (level 3 ) is summarized below as of March 31, 2026 and December 31, 2025 .

There were no liabilities measured on a nonrecurring basis at March 31, 2026 or December 31, 2025 (dollars in thousands).

Estimated Fair Value

3 unchanged sentences

Weighted Average Discount (1)

September 30, 2025

March 31, 2026

Loans individually evaluated for impairment (2)

2 unchanged sentences

Collateral discounts and estimated costs to sell

Other real estate owned (2)

3,217 Underlying collateral value, third party appraisals

Collateral discounts and discount rates

December 31, 2025

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Collateral discounts and discount rates

( 1 ) Loan s individually evaluated for impairment that were re-measured during the period had a carrying value of $ 3.2 million and $ 2.4 million at September 30, 2025 and December 31, 2024 , respectively, with related ACL of $ 0.2 million as o f s uch dates.

( 2 ) Other real estate owned that was re-measured during the period had a carrying value of $ 3.2 million at September 30, 2025 .

During the nine months ended September 30, 2025 , the Company recorded a $ 0.4 million write-down of other real estate owned which is included as part of “Other operating expenses” in noninterest expense on the accompanying consolidated statement of income .

Other real estate owned that was re-measured during the period had a carrying value of $ 0.9 million at December 31, 2024 .

During the nine months ended September 30, 2024 , the Company recorded a $ 0.2 million write-down of other real estate owned which is included as part of “Other operating expenses” in noninterest expense on the accompanying consolidated statement of income .

( 1 ) Weighted by relative fair value.

( 2 ) Loan s individually evaluated for impairment that were re-measured during the period had a carrying val ue of $ 3.1 million and $ 3.6 million at March 31, 2026 and December 31, 2025 , respectively, with related ACL of $ 0.4 million and $ 0.3 million, respectively, as o f s uch dates.

( 3 ) Other real estate owned that was re-measured during the period had a carrying value of $ 2.0 million at December 31, 2025 .

INVESTAR HOLDING CORPORATION

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Cash and Cash Equivalents – For these short-term instruments, the fair value is the carrying value.

The Company classifies these assets in level 1 of the fair value hierarchy.

Investment Securities and Equity Securities – The fair value measurement techniques and assumptions for AFS securities and marketable equity securities is discussed earlier in the note.

1 unchanged sentence

Loans – The fair value of portfolio loans, net is determined using an exit price methodology.

The exit price methodology is based on a discounted cash flow analysis, in which projected cash flows are based on contractual cash flows adjusted for prepayments for certain loan types (e.g., residential mortgage loans and multifamily loans) and the use of a discount rate based on expected relative risk of the cash flows.

The discount rate selected considers loan type, maturity date, a liquidity premium, cost to service, and cost of capital, which is a level 3 fair value estimate.

Loans held for sale are measured using quoted market prices when available.

If quoted market prices are not available, comparable market values or discounted cash flow analyses may be utilized.

The Company classifies these assets in level 3 of the fair value hierarchy.

Deposits – The fair values disclosed for noninterest-bearing demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts).

These noninterest-bearing deposits are classified in level 2 of the fair value hierarchy.

All interest-bearing deposits are classified in level 3 of the fair value hierarchy.

The carrying amounts of variable-rate accounts (for example, interest-bearing checking, savings, and money market accounts), fixed-term money market accounts, and certificates of deposit approximate their fair values at the reporting date.

The exit price methodology is based on a discounted cash flow analysis, in which projected cash flows are based on contractual cash flows adjusted for prepayments for certain loan types (e.g.

residential mortgage loans and multifamily loans) and the use of a discount rate based on expected relative risk of the cash flows.

The discount rate selected considers loan type, maturity date, a liquidity premium, cost to service, and cost of capital.

Deposits – The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts).

Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow analysis that applies market interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits.

Short-Term Borrowings – The carrying amounts of federal funds purchased, repurchase agreements, and other short-term borrowings approximate their fair values.

The Company classifies these borrowings in level 2 of the fair value hierarchy.

Short-Term Borrowings – The carrying amounts of federal funds purchased, repurchase agreements, and other short-term borrowings approximate their fair values because of their short-term nature.

Long-Term Borrowings, including Junior Subordinated Debt Securities – The fair values of long-term borrowings are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

The fair value of the Company’s long-term debt is therefore classified in level 3 in the fair value hierarchy.

Subordinated Debt Securities – The fair value of subordinated debt is estimated based on current market rates on similar debt in the market.

The Company classifies this debt in level 2 of the fair value hierarchy.

Derivative Financial Instruments – The fair value measurement techniques and assumptions for derivative financial instruments is discussed earlier in the note.

The estimated fair values of the Company’s financial instruments are summarized in the tables below as of the dates indicated (dollars in thousands).

September 30, 2025

March 31, 2026

Carrying Amount

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Financial liabilities:

Deposits, noninterest-bearing

3,232,813 3,231,825 — 3,231,825 —

Deposits, interest-bearing

1,926,317 1,838,925 — — 1,838,925

Repurchase agreements

FHLB short-term advances and repurchase agreements

54,363 54,357 — 54,357 —

26 unchanged sentences

Financial liabilities:

Deposits, noninterest-bearing

2,350,249 2,349,856 — 2,349,856 —

Deposits, interest-bearing

1,913,801 1,826,868 — — 1,826,868

FHLB short-term advances and repurchase agreements

11 unchanged sentences

The income tax expense and the effective tax rate included in the consolidated statements of income are shown in the table below for the periods presented (dollars in thousands).

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Income tax expense

2 unchanged sentences

19.4 % 18.4 %

During the third quarter of 2024, the Company revised its estimated 2024 annual effective tax rate to account for the projected increase in nontaxable income from BOLI in the fourth quarter of approximately $ 3.1 million upon receipt of death benefit proceeds.

During the first quarter of 2024, the Company surrendered approximately $ 8.4 million of BOLI contracts and reinvested the proceeds in higher yielding policies, which resulted in $ 0.3 million of income tax expense.

The restructuring had an expected earn-back period of just over one year.

For the three and nine months ended September 30, 2025 , the effective tax rate differed from the statutory tax rate of 21% primarily due to tax-exempt interest income earned on certain loans and investment securities and income from BOLI.

For the three months ended September 30, 2024 , the effective tax rate differed from the statutory tax rate of 21% primarily due to the revision of the Company ’ s estimated 2024 annual effective tax rate, discussed above, tax-exempt interest income earned on certain loans and investment securities and income from BOLI.

For the nine months ended September 30, 2024 , the effective tax rate differed from the statutory tax rate of 21% primarily due to the revision of the estimated 2024 annual effective tax rate, discussed above, tax-exempt interest income earned on certain loans and investment securities and income from BOLI, partially offset by the surrender of BOLI contracts.

For the three months ended March 31, 2026 and 2025 , the effective tax rate differed from the statutory tax rate of 21% primarily due to tax-exempt interest income earned on certain loans and investment securities and income from BOLI.

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

Such financial instruments are recorded in the financial statements when they become payable.

The credit risk associated with these commitments is evaluated in a manner similar to the ACL on loans.

The reserve for unfunded loan commitments was $ 0.3 million and $ 42,000 at September 30, 2025 and December 31, 2024 , respectively, and is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets.

Commitments to extend credit are agreements to lend money with fixed expiration dates or termination clauses.

4 unchanged sentences

The table below shows the approximate amounts of the Company’s commitments to extend credit as of the dates presented (dollars in thousands).

September 30, 2025

March 31, 2026

December 31, 2025

2 unchanged sentences

Standby letters of credit

Additionally, at September 30, 2025 , the Company had unfunded commitments of $ 1.6 million for its investments in SBIC qualified funds and other investment funds.

The credit risk associated with these commitments is evaluated in a manner similar to the ACL on loans and is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets .

The table below shows a summary of the activity in the ACL on unfunded loan commitments for the periods presented (dollars in thousands).

Three months ended March 31,

Balance, beginning of period

ACL on unfunded loan commitments at acquisition

(Reversal of) provision for credit losses on unfunded loan commitments

Balance, end of period

Additionally, at March 31, 2026 , the Company had unfunded commitments of $ 1.4 million for its investments in SBIC qualified funds and other investment funds.

INVESTAR HOLDING CORPORATION

5 unchanged sentences

The Company has lease agreements with lease and non-lease components, which the Company has elected to account for separately, as the non-lease component amounts are readily determinable.

Quantitative information regarding the Company’s operating leases is presented below as of and for the nine months ended September 30, 2025 and 2024 (dollars in thousands).

September 30,

Quantitative information regarding the Company’s operating leases is presented below as of and for the three months ended March 31, 2026 and 2025 (dollars in thousands).

Total operating lease cost (1)

1 unchanged sentence

Weighted-average discount rate

At September 30, 2025 and December 31, 2024 , the Company’s operating lease ROU assets were $ 1.9 million and $ 2.0 million, respectively, and the Company’s related operating lease liabilities were $ 2.0 million and $ 2.1 million, respectively.

The Company’s operating leases have remaining terms ranging from approximately two to six years, including extension options if the Company is reasonably certain they will be exercised.

Future minimum lease payments due under non-cancelable operating leases at September 30, 2025 are presented below (dollars in thousands).

( 1 ) Short-term lease cost was immaterial for the periods presented.

At March 31, 2026 and December 31, 2025 , the Company’s operating lease ROU assets were $ 2.7 million and $ 1.8 million, respectively, and the Company’s related operating lease liabilities were $ 2.8 million and $ 1.9 million, respectively.

The Company’s operating leases have remaining terms ranging from approximately one to six years, including extension options if the Company is reasonably certain they will be exercised.

Future obligations due under non-cancelable operating leases at March 31, 2026 are presented below (dollars in thousands).

Remainder of 2026

At September 30, 2025 , the Company had not entered into any material leases that have not yet commenced.

Total lease payments

imputed interest

Total lease obligations

At March 31, 2026 , the Company had not entered into any material leases that have not yet commenced.

The Bank owns its corporate headquarters building, the first floor of which is occupied by multiple tenants.

1 unchanged sentence

All tenant leases are operating leases.

The Bank, as lessor, recognized lease income of $ 0.1 million and $ 0.3 million for the three and nine month periods ended September 30, 2025 and 2024 , respectively.

The Bank, as lessor, recognized lease income of $ 0.1 million for the three month periods ended March 31, 2026 and 2025 .

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

12 unchanged sentences

our potential growth, including our entrance or expansion into new markets, and the need for sufficient capital to support that growth;

a reduction in liquidity, including as a result of a reduction in the amount of deposits we hold or other sources of liquidity, which may be caused by, among other things, disruptions in the banking industry similar to those that occurred in early 2023 that caused bank depositors to move uninsured deposits to other banks or alternative investments outside the banking industry;

a reduction in liquidity, including as a result of a reduction in the amount of deposits we hold or other sources of liquidity;

inaccuracy of the assumptions and estimates we make in establishing reserves for credit losses and other estimates;

6 unchanged sentences

increasing costs of complying with new and potential future regulations;

new or increasing geopolitical tensions, including resulting from wars in Ukraine and Israel and surrounding areas;

new or increasing geopolitical tensions, including resulting from conflicts and wars in the Middle East, Ukraine and Israel and surrounding areas or new areas;

the emergence or worsening of widespread public health challenges or pandemics;

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and other matters beyond our control.

Forward-Looking and Cautionary Statements Relating to the Pending Wichita Falls Transaction

With respect to the pending WFB transaction, forward-looking statements include, but are not limited to, statements about the potential benefits of the transaction, including future financial and operating results;

statements about the Company’s plans, objectives, expectations and intentions;

statements about the expected timing of completion of the proposed merger;

and other statements that are not historical facts.

Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to:

(i) the risk that a condition to closing may not be satisfied;

(ii) the timing to consummate the proposed merger;

(iii) the risk that the businesses will not be integrated successfully;

(iv) the risk that the cost savings and any other synergies from the proposed merger may not be fully realized or may take longer to realize than expected;

(v) disruption from the proposed merger making it more difficult to maintain relationships with customers, employees or vendors;

(vi) the diversion of management time on merger-related issues;

and (vii) the impact of litigation or any other legal proceedings.

These factors should not be construed as exhaustive.

Additional information on these and other risk factors can be found in Part I.

“Risk Factors” and Part II.

“MD&A – Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report and in Part II.

“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report and in Part II.

“Risk Factors” of this report.

Additional information and risk factors related to the WFB transaction can be found in the definitive proxy statement/prospectus filed with the SEC on September 23, 2025, as amended.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events.

We expressly disclaim any obligation or undertaking to update our forward-looking statements, and we do not intend to release publicly any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based, except as required by law.

Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets and liabilities.

Although independent third parties are often engaged to assist us in the estimation process, management evaluates the results, challenges assumptions used and considers other factors which could impact these estimates.

Actual results may differ from these estimates under different assumptions or conditions.

There were no material changes or developments during the reporting period with respect to methodologies that the Company uses when applying what management believes are significant accounting policies and developing critical accounting estimates, which are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.

We believe that the judgments, estimates and assumptions that we use in the preparation of our consolidated financial statements are appropriate.

For more detailed information about our accounting policies, please refer to Note 1.

Summary of Significant Accounting Policies of our Annual Report.

Company Overview

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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.

At September 30, 2025 , we operated 29 full service branches comprised of 20 full service branches in Louisiana, three full service branches in Texas, and six full service branches in Alabama.

We opened a loan and deposit production office in our Texas market in the first quarter of 2024 and converted it to a full-service branch location in the fourth quarter of 2024.

We have continued to evaluate opportunities to improve our branch network efficiency, leverage our digital initiatives, and further reduce costs.

We closed one branch in our Alabama market during the first quarter of 2024.

At March 31, 2026 , we operated 36 full service branches comprised of 20 full service branches in Louisiana, ten full service branches in Texas, and six full service branches in Alabama.

Our strategy focuses on consistent, quality earnings through the optimization of our balance sheet.

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

We have completed seven whole-bank acquisitions since 2011 and regularly review acquisition opportunities.

Our most recent whole bank acquisition was completed in April 2021.

On July 1, 2025, we announced that we had entered into an Agreement and Plan of Merger (the “Merger Agreement”).

For additional information, see “Pending Acquisition of WFB” below .

We have completed eight whole-bank acquisitions since 2011 and regularly review acquisition opportunities.

Our most recent whole bank acquisition was completed in January 2026.

For additional information, see “Acquisition of WFB” below.

Our principal business is lending to and accepting deposits from individuals and small to medium-sized businesses in our areas of operation.

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We measure our performance through our net interest margin, return on average assets, and return on average equity, among other metrics, while seeking to maintain appropriate regulatory leverage and risk-based capital ratios.

Pending Acquisition of WFB

On July 1, 2025, we announced that we had entered into the Merger Agreement to acquire WFB, headquartered in Wichita Falls, Texas and its wholly-owned subsidiary, First National Bank.

The Merger Agreement provides for the merger of WFB with and into the Company, with the Company as the surviving corporation.

Immediately following the merger, First National Bank will be immediately merged with and into the Bank, with the Bank as the surviving bank.

First National Bank operates seven branches and one mortgage office in north Texas, and, at June 30, 2025, had $1.4 billion in total as sets, $1.1 billion in net loans and $1.1 billion in total deposits.

Under th e terms of the Merger Agreement, all of the issued and outstanding shares of WFB common stock will be converted into and represent the right to receive in the aggregate $7.2 million in cash from the Company and 3,955,334 shares of Company common stock, subject to certain adjustments.

Based on the Company’s closing stock price of $19.32 as of June 30, 2025, the transaction is valued at approximately $83.6 million in the aggregate.

The Merger Agreement has been unanimously approved by the boards of directors of the Company and WFB, and on October 15, 2025, the

OCC approved the merger of First National Bank with and into the Bank.

On October 21, 2025, the transaction received a waiver of the applicable application and prior approval requirements from the Federal Reserve.

Shareholders of WFB and our shareholders approved the Merger Agreement at special meetings on October 23, 2025 and October 24, 2025, respectively.

Upon satisfaction of all closing conditions, we anticipate the transaction will close on or about January 1, 2026.

Acquisition of WFB

On July 1, 2025, we announced that we had entered into the Agreement and Plan of Merger by and between the Company and WFB, headquartered in Wichita Falls, Texas, which provided for the merger of WFB with and into the Company, with the Company as the surviving corporation, followed by the merger of FNB, WFB’s wholly-owned subsidiary, with and into the Bank, with the Bank as the surviving bank.

We completed the acquisition of WFB and FNB on January 1, 2026.

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 our 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 January 1, 2026, we acquired $1.15 billion in total assets, $950.2 million in net loans and $1.02 billion in total deposits.

For additional information, see Note 2.

Business Combinations.

Private Placement of Series A Preferred Stock

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The net proceeds were $30.4 million, after deducting placement agent fees and other offering-related expenses.

Investar intends to use the net proceeds from the offering to support the acquisition of WFB and for general corporate purposes, including organic growth and other potential acquisitions.

We filed a Registration Statement on Form S-3 with the SEC on September 2, 2025 registering the resale from time to time by the stockholders named therein of the shares of Company common stock issuable upon conversion of shares of Series A Preferred Stock.

The Registration Statement was declared effective by the SEC on September 17, 2025.

For additional information, see

Stockholders’ Equity.

The Company utilized the net proceeds from the offering to support the acquisition of WFB and for general corporate purposes, including organic growth and other potential acquisitions.

Certain Events That Affect Period-over-Period Comparability

Acquisitions .

As discussed above, o n January 1, 2026, we completed the acquisition of WFB.

Changing Inflation and Interest Rates .

Inflation increased rapidly during 2021 through June 2022.

After June 2022, the rate of inflation generally declined although it has remained above the Federal Reserve’s target inflation rate of 2%.

In response, the Federal Reserve raised the federal funds target rate multiple times from March 2022 through July 2023.

During 2023, the Federal Reserve raised the federal funds target rate four times, from 4.25% to 4.50%, to 5.25% to 5.50%.

During 2025, beginning in September 2025, the Federal Reserve reduced the federal funds target rate three times by 75 basis points on a cumulative basis to 3.50% to 3.75%.

In September 2025, the Federal Reserve reduced the federal funds target rate by 25 basis points to 4.00% to 4.25%.

Accordingly, the prevailing federal funds target rate for the nine months ended September 30, 2025 was lower than for the nine months ended September 30, 2024.

Disruptions in the Banking Industry .

Between March 10, 2023 and March 12, 2023, state banking supervisors closed Silicon Valley Bank and Signature Bank and named the FDIC as receiver.

At the time of closure, they were among the 30 largest U.S.

While the reasons for their failure are complex and have not been fully investigated, reports indicate that, among other things, both banks had grown in asset size in recent periods at a faster rate than their peers, had large proportions of uninsured deposits (approximately 87.5% and 89.7% of total deposits, respectively) and high unrealized losses on investment securities.

Silicon Valley Bank’s business strategy focused on serving the technology and venture capital sectors, and Signature Bank had significant exposure to deposits from the digital asset industry.

Prior to their closure, both banks experienced sudden and rapid deposit withdrawals.

These events caused bank deposit customers, particularly those with uninsured deposits, to become concerned regarding the safety of their deposits, and in some cases caused customers to withdraw deposits.

In response to the disruptions, among other things, the Federal Reserve announced a new BTFP to provide eligible banks with loans of up to one-year maturity backed by collateral pledged at par value.

On April 24, 2023, San Francisco-based First Republic Bank, also among the 30 largest U.S.

banks, reported a large deposit outflow and substantially reduced net income.

First Republic Bank also had a large proportion of uninsured deposits (67% as of December 31, 2022).

On May 1, 2023, regulators seized First Republic Bank and sold all of its deposits and most of its assets to JPMorgan Chase Bank.

In response to the disruptions and related publicity, we formed an internal task force that included members of our ALCO.

The task force met frequently to review our liquidity position and liquidity sources, and oversaw the Bank’s process to qualify for the BTFP.

In addition, we took steps to inform our customers about our financial position, liquidity and insured deposit products.

During the second quarter of 2023, we utilized the BTFP and reduced FHLB advances.

The Bank utilized this source of funding due to its lower rate, the ability to prepay the obligations without penalty, and as a means to lock in funding.

During the fourth quarter of 2023 and again in the first quarter of 2024, the Bank refinanced its BTFP borrowings with new borrowings under the program due to more favorable rates.

The Federal Reserve ceased making new loans under the BTFP on March 11, 2024.

During the third quarter of 2024, we began paying down borrowings under the BTFP and repaid all of the remaining borrowings under the BTFP in the fourth quarter of 2024 .

As of September 30, 2025 , estimated uninsured deposits represented approximately 35% of our total deposits.

For additional information, see “Discussion and Analysis of Financial Condition – “Deposits,” “Borrowings,” “Liquidity and Capital Resources” and our Annual Report, Part II.

Risk Factors.

Branch Activity.

We closed one branch in Anniston, Alabama in January 2024.

In October 2024, w e converted an existing loan and deposit production office in our Texas market to a full-service branch location.

Subordinated Debt Repurchases.

During the first quarter of 2024, we repurchased $1.0 million in principal amount of our 2032 Notes.

During the second quarter of 2024, we repurchased $5.0 million in principal amount of our 2029 Notes and $2.0 million in principal amount of our 2032 Notes.

Subordinated Debt Redemption.

During the fourth quarter of 2024, we redeemed all of the remaining $20.0 million in principal amount of the 2029 Notes.

As of September 30, 2025 and December 31, 2024, our outstanding subordinated debt consisted of $17.0 million in principal amount of our 2032 Notes.

BOLI Restructuring.

During the first quarter of 2024, we surrendered approximately $8.4 million of BOLI and reinvested the proceeds in higher yielding policies.

Legal Settlement.

During the third quarter of 2024, we recorded noninterest income of $1.1 million from a legal settlement related to a lending relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.

BOLI Death Benefit Proceeds.

The third quarter 2024 effective tax rate reflects a revision to our estimated 2024 annual effective tax rate to account for our projected increase in nontaxable income from BOLI in the fourth quarter of 2024 of approximately $3.1 million upon receipt of death benefit proceeds.

Accordingly, the prevailing federal funds target rate for the three months ended March 31, 2026 was lower than for the three months ended March 31, 2025.

Hurricane Ida .

During the first quarter of 2025, we recorded a $3.3 million recovery of loans previously charged off as a result of a property insurance settlement related to a loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida, and we also recorded related noninterest expense of $0.2 million.

We recorded an impairment charge of $21.6 million related to this relationship during the third quarter of 2021.

As of September 30, 2025 , we have recorded total recoveries on the relationship of approximately $7.9 million on a cumulative basis.

At September 30, 2025 , our other real estate owned related to this relationship included two remaining properties with a total cost basis of $1.5 million, which we are actively marketing for sale.

Upon sale of these properties, we will have arrived at final resolution of this loan relationship.

Private Placement of Series A Preferred Stock .

During the third quarter of 2025, we completed a private placement of 32,500 shares of our newly designated Series A Preferred Stock with selected institutional and other accredited investors at a price of $1,000 per share, for aggregate gross proceeds of $32.5 million.

The net proceeds were $30.4 million, after deducting placement agent fees and other offering-related expenses.

As discussed above, o n July 1, 2025, we completed a private placement of our newly designated Series A Preferred Stock.

Overview of Financial Condition and Results of Operations

Total assets increased $77.8 million, or 2.9% , to $2.80 billion at September 30, 2025 , compared to $2.72 billion at December 31, 2024 .

For the three months ended September 30, 2025 , net income available to common shareholders was $5.7 million, or $0.54 per diluted common share, compared to net income available to common shareholders of $5.4 million, or $0.54 , per diluted common share for the three months ended September 30, 2024 .

For the nine months ended September 30, 2025 , net income available to common shareholders was $16.4 million, or $1.62 per diluted common share, compared to net income available to common shareholders of $14.1 million, or $1.43 , per diluted common share for the nine months ended September 30, 2024 .

At September 30, 2025 , the Company and Bank each were in compliance with all regulatory capital requirements, and the Bank was considered “well-capitalized” under the FDIC’s prompt corrective action regulations.

Key components of our performance for the three and nine months ended September 30, 2025 are summarized below.

Net interest income for the three months ended September 30, 2025 was $21.2 million, an increase of $3.3 million, or 18.5% , compared to $17.9 million for the three months ended September 30, 2024 , which was a result of a $3.1 million decrease in interest expense and a $0.2 million increase in interest income.

Net interest income for the nine months ended September 30, 2025 was $59.1 million, an increase of $6.9 million, or 13.1% , compared to $52.3 million for the nine months ended September 30, 2024 , which was a result of an $8.3 million decrease in interest expense partially offset by a $1.5 million decrease in interest income.

We experienced margin expansion as our cost of funds decreased and our yield on interest-earning assets increased for the respective periods.

During the three months ended September 30, 2025 , our net interest margin was 3.16% , compared to 2.67% for the three months ended September 30, 2024 .

During the nine months ended September 30, 2025 , our net interest margin was 3.02% , compared to 2.63% for the nine months ended September 30, 2024 .

For the three months ended September 30, 2025 , we recorded a provision for credit losses of $0.1 million primarily as a result of loan growth partially offset by changes in the economic forecast and loan mix .

For the three months ended September 30, 2024 , we recorded a negative provision for credit losses of $0.9 million primarily as a result of net recoveries of $0.4 million, a decrease in total loans, aging of existing loans, and an improvement in the economic forecast .

For the nine months ended September 30, 2025 , we recorded a negative provision for credit losses of $3.3 million primarily as a result of a $3.3 million recovery of loans previously charged off following a property insurance settlement related to a loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.

For the nine months ended September 30, 2024, we recorded a negative provision for credit losses of $2.8 million primarily due to net recoveries, a decrease in total loans, aging of existing loans, an improvement in economic forecast, and, to a lesser extent, the completion of our annual CECL allowance model recalibration, which resulted in lower historical loss rates.

Noninterest income decreased $0.6 million, or 15.8% , to $3.0 million for the three months ended September 30, 2025 compared to $3.5 million for the three months ended September 30, 2024 .

Noninterest income decreased $1.4 million, or 15.7% , to $7.6 million for the nine months ended September 30, 2025 compared to $9.0 million for the nine months ended September 30, 2024 .

Noninterest expense increased $0.3 million, or 2.1% , to $16.5 million for the three months ended September 30, 2025 compared to $16.2 million for the three months ended September 30, 2024 .

Noninterest expense increased $2.5 million, or 5.3%, to $49.5 million for the nine months ended September 30, 2025 compared to $47.0 million for the nine months ended September 30, 2024 .

Credit quality metrics improved as nonperforming loans were 0.36% of total loans at September 30, 2025 compared to 0.42% at December 31, 2024 .

Return on average assets increased to 0.88% for the three months ended September 30, 2025 , compared to 0.77% for the three months ended September 30, 2024 .

Return on average assets increased to 0.82% for the nine months ended September 30, 2025 , compared to 0.68% for the nine months ended September 30, 2024 .

Return on average common equity was 8.60% for the three months ended September 30, 2025 , compared to 8.97% for the three months ended September 30, 2024 .

Return on average common equity was 8.64% for the nine months ended September 30, 2025 , compared to 8.16% for the nine months ended September 30, 2024 .

Book value per common share reached a record high of $26.96 at September 30, 2025 compared to $24.55 at December 31, 2024 .

Total deposits increased $26.7 million, or 1.1% , to $2.37 billion at September 30, 2025 , compared to $2.35 billion at December 31, 2024 .

Excluding $47.3 million of brokered demand deposits at December 31, 2024 , total deposits increased $74.1 million, or 3.2%, to $2.37 billion at September 30, 2025 , compared to $2.30 billion at December 31, 2024 .

No ninterest-bearing deposits increased $14.2 million, or 3.3% , to $446.4 million at September 30, 2025 , compared to $432.1 million at December 31, 2024 .

As of September 30, 2025 , estimated uninsured deposits represented approximately 35% of our total deposits.

Total loans increased $25.4 million, or 1.2% , to $2.15 billion at September 30, 2025 , compared to $2.13 billion at December 31, 2024 .

During the three months ended September 30, 2025 , we paid $0.3 million to repur chase 14,722 shares of common stock, compared to $37,000 to repurchase 2,000 shares of common stock during the three months ended September 30, 2024 .

During the nine months ended September 30, 2025 , we paid $1.6 million to repur chase 85,779 shares of common stock, compared to $0.3 million to repurchase 18,621 shares of common stock during the nine months ended September 30, 2024 .

Accumulated other comprehensive loss d ecreased $11.0 million, or 22.7% , to $37.4 million at September 30, 2025 , compared to $48.4 million at December 31, 2024 primarily due to an increase in the fair value of our AFS securities portfolio.

Total assets increased $1.04 billion, or 36.8% , to $3.88 billion at March 31, 2026 , compared to $2.83 billion at December 31, 2025 .

The acquisition of WFB increased total assets $1.15 billion on January 1, 2026.

For the three months ended March 31, 2026 , net income available to common shareholders was $11.5 million, or $0.77 per diluted common share, compared to net income available to common shareholders of $6.3 million, or $0.63 per diluted common share, for the three months ended March 31, 2025 .

At March 31, 2026 , the Company and Bank each were in compliance with all regulatory capital requirements, and the Bank was considered “well-capitalized” under the FDIC’s prompt corrective action regulations.

Key components of our performance for the three months ended March 31, 2026 are summarized below.

Total loans increased $891.8 million, or 41.0% , to $3.07 billion at March 31, 2026 , compared to $2.18 billion at December 31, 2025 .

Total deposits increased $882.6 million, or 37.6% , to $3.23 billion at March 31, 2026 , compared to $2.35 billion at December 31, 2025 .

No ninterest-bearing deposits increased $194.1 million, or 43.5% , to $640.1 million at March 31, 2026 , compared to $446.0 million at December 31, 2025 .

As of March 31, 2026 , estimated uninsured deposits represented approximately 36% of our total deposits.

Net interest income for the three months ended March 31, 2026 was $32.7 million, an increase of $14.3 million, or 78.0% , compared to $18.3 million for the three months ended March 31, 2025 , which was the result of an $18.8 million increase in interest income partially offset by a $4.5 million decrease in interest expense.

We experienced margin expansion as our yield on interest-earning assets increased and our cost of funds decreased for the respective periods.

During the three months ended March 31, 2026 , our net interest margin was 3.59% , compared to 2.87% for the three months ended March 31, 2025 .

For the three months ended March 31, 2026 , we recorded a reversal of credit losses of $2.1 million compared to a reversal of credit losses of $3.6 million f or the three months ended March 31, 2025 .

Noninterest income increased $1.0 million, or 48.2% , to $3.0 million for the three months ended March 31, 2026 , compared to $2.0 million for the three months ended March 31, 2025 .

Noninterest expense increased $6.6 million, or 40.7%, to $22.8 million for the three months ended March 31, 2026 , compared to $16.2 million for the three months ended March 31, 2025 .

Nonperforming loans were 0.66% of total loans at March 31, 2026 , compared to 0.43% at December 31, 2025 .

Return on average assets increased to 1.25% for the three months ended March 31, 2026 , compared to 0.94% for the three months ended March 31, 2025 .

Return on average common equity was 12.12% for the three months ended March 31, 2026 , compared to 10.31% for the three months ended March 31, 2025 .

Book value per common share reached a record high of $27.97 at March 31, 2026, compared to $27.63 at December 31, 2025 .

During the three months ended March 31, 2026 , we paid $1.5 million to repur chase 53,420 shares of common stock compared to $0.6 million to repurchase 34,992 shares of common stock during the three months ended March 31, 2025 .

Stockholders’ equity increased $113.6 million, or 37.7%, to $414.6 million at March 31, 2026 compared to December 31, 2025 .

Discussion and Analysis of Financial Condition

Loans constitute our most significant asset, comprising 77% and 78% of our total assets at September 30, 2025 and December 31, 2024 , respectively.

Total loans increased $25.4 million, or 1.2% , to $2.15 billion at September 30, 2025 , compared to $2.13 billion at December 31, 2024 .

The increase in loans was primarily the result of organic growth.

Given the high interest rate environment, we are emphasizing origination of high margin loans that promote long-term profitability and proactively exiting credit relationships that do not fit this strategy.

Our variable-rate loans as a percentage of total loans increased to 36% at September 30, 2025 compared to 32% at December 31, 2024.

Loans constitute our most significant asset, comprising 79.2% and 76.8% of our total assets at March 31, 2026 and December 31, 2025 , respectively.

Total loans increased $891.8 million, or 41.0% , to $3.07 billion at March 31, 2026 , compared to $2.18 billion at December 31, 2025 .

The increase in loans was primarily the result of the acquisition of WFB, which increased total loans $961.9 million on January 1, 2026.

We are emphasizing the origination of high margin loans that promote long-term profitability and proactively exiting credit relationships that do not fit this strategy.

Our variable-rate loans as a percentage of total loans increased to 49% at March 31, 2026 compared to 38% at December 31, 2025.

Included in variable-rate loans as of March 31, 2026 are adjustable-rate mortgage loans we acquired in connection with our acquisition of WFB.

The table below sets forth the balance of loans outstanding by loan type as of the dates presented, and the percentage of each loan type to total loans (dollars in thousands).

September 30, 2025

March 31, 2026

December 31, 2025

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The Company ’ s business lending portfolio consists of loans secured by owner-occupied commercial real estate properties and commercial and industrial loans.

At September 30, 2025 , the Company’s business lending portfolio, which consists of loans secured by owner-occupied commercial real estate properties and commercial and industrial loans, was $1.02 billion, an increase of $47.4 million, or 4.9% , compared to $976.2 million at December 31, 2024 .

The increase in the business lending portfolio was primarily driven by organic growth and higher utilization of credit lines, particularly on commercial and industrial relationships.

Nonowner-occupied loans totaled $459.7 million at September 30, 2025, a decrease of $35.6 million, or 7.2%, compared to $495.3 million at December 31, 2024.

The decrease in nonowner-occupied loans was primarily due to loan amortization and payoffs that aligned with our continued strategy to optimize and de-risk the mix of the portfolio.

Construction and development loans totaled $140.6 million at September 30, 2025, a decrease of $14.0 million, or 9.1%, compared to $154.6 million at December 31, 2024.

The decrease in construction and development loans was primarily due to conversions to permanent loans upon completion of construction.

At March 31, 2026 , the Company’s business lending portfolio, which consists of loans secured by owner-occupied commercial real estate properties and commercial and industrial loans, was $1.17 billion, an increase of $112.3 million, or 10.6% , compared to $1.06 billion at December 31, 2025 .

The increase in the business lending portfolio was primarily driven by the acquisition of WFB, partially offset by loan amortization.

Construction and development loans totaled $318.9 million at March 31, 2026, an increase of $170.9 million, or 115.5%, compared to $148.0 million at December 31, 2025.

The increase in construction and development loans was primarily due to the acquisition of WFB.

1-4 Family loans totaled $920.5 million at March 31, 2026, an increase of $544.2 million, or 144.7%, compared to $376.2 million at December 31, 2025.

The increase in 1-4 family loans was primarily due to the acquisition of WFB.

Substantially all of the 1-4 family loans acquired from WFB were consumer mortgage loans with an adjustable rate.

During the third quarter of 2023, we exited the consumer mortgage loan origination business to transition into shorter duration, higher risk-adjusted return asset classes in an effort to focus more on our core business and optimize profitability.

The consumer mortgage portfolio was approximately $229.1 million a nd $242.5 million at September 30, 2025 and December 31, 2024, respectively, substantially all of which is included in the 1-4 family category.

The remaining loans in the 1-4 family 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.

Our strategy is to allow the consumer mortgage portfolio to amortize and remix the loan portfolio by replacing consumer mortgage loans with owner-occupied commercial real estate loans and commercial and industrial loans.

We will continue our strategy to allow the consumer mortgage portfolio to amortize, including those loans acquired through our acquisition of WFB.

The consumer mortgage portfolio was approximately $879.8 million a nd $224.5 million at March 31, 2026 and December 31, 2025, respectively.

The increase was due to the acquisition of WFB.

Our consumer mortgage portfolio is included in the 1-4 family and construction and development categories.

At March 31, 2026 , the remaining loans in the construction and development category consisted primarily of commercial properties, and t he remaining loans in the 1-4 family 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.

Nonowner-occupied loans totaled $504.8 million at March 31, 2026, an increase of $52.6 million, or 11.6%, compared to $452.1 million at December 31, 2025.

The increase in nonowner-occupied loans was primarily due to the acquisition of WFB, partially offset by loan amortization and payoffs that aligned with our continued strategy to optimize and de-risk the mix of the portfolio.

Loan Concentrations .

Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions.

At September 30, 2025 and December 31, 2024 , we had no concentrations of loans exceeding 10% of total loans other than loans in the categories listed in the table above.

At March 31, 2026 and December 31, 2025 , we had no concentrations of loans exceeding 10% of total loans other than loans in the categories listed in the table above.

The table below sets forth the balance of owner-occupied loans by industry based on NAICS code and nonowner-occupied loans by property type as of the dates presented (dollars in thousands).

September 30, 2025

March 31, 2026

December 31, 2025

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Other services (except public administration)

Accommodation and food services

Mining, quarrying, and oil and gas extraction

Accommodation and food services

Manufacturing

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No individual category within “All other” represents more than 4% of total owner-occupied loans.

The following table sets forth loans outstanding at

September 30, 2025

, which, based on remaining scheduled repayments of principal, are due in the periods indicated, as well as the amount of loans with fixed and variable rates in each maturity category.

Loans with balloon payments and longer amortizations are often repriced and extended beyond the initial maturity when credit conditions remain satisfactory.

Demand loans, loans having no stated schedule of repayments and no stated maturity and overdrafts are reported below as due in one year or less (dollars in thousands).

The following table reflects contractual loan maturities of loans in our loan portfolio and the amount of such loans with fixed and variable interest rates in each maturity range at March 31, 2026 (dollars in thousands).

Adjustable-rate mortgage loans that we acquired in connection with our acquisition of WFB are reflected in the “Loans with variable rates ” portion of the table;

however, the rate of these loans is generally fixed for an initial period depending on the loan terms.

One Year or Less

After One Year Through Five Years

After Five Years Through Ten Years

After Ten Years Through Fifteen Years

After Five Years Through Fifteen Years

After Fifteen Years

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We also use investment securities as collateral for certain deposits and other types of borrowings.

Investment securities represented 15% of our total assets and totaled $418.1 million at September 30, 2025 , an increase of $44.3 million, or 11.8% , from $373.8 million at December 31, 2024 .

The increase in investment securities at September 30, 2025 compared to December 31, 2024 was driven primarily by a $36.5 million increase in residential mortgage-backed securities .

Net unrealized losses in our AFS investment securities portfolio decreased to $47.5 million at September 30, 2025 compared to $61.4 million at December 31, 2024 primarily due to lower prevailing market interest rates.

Investment securities represented 12% of our total assets and totaled $460.6 million at March 31, 2026, an increase of $41.8 million, or 10.0% , from $418.8 million at December 31, 2025 .

The increase in investment securities at March 31, 2026 compared to December 31, 2025 was driven primarily by a $17.7 million increase in obligations of the U.S.

Treasury and U.S.

government agencies and corporations, a $13.7 million increase in residential mortgage-backed securities and a $9.3 million increase in commercial mortgage-backed securities .

Due in large part to higher interest rates and market volatility, net unrealized losses in our AFS investment securities portfolio totaled $47.2 million at March 31, 2026, compared to $45.4 million at December 31, 2025.

For additional information, see Note 4.

Investment Securities.

Shortly after the acquisition of WFB, substantially all of the securities from the acquired portfolio were sold at carrying value, resulting in net proceeds of approximately $50.5 million.

The table below shows the carrying value of our investment securities portfolio by investment type and the percentage that such investment type comprises of our entire portfolio as of the dates indicated (dollars in thousands).

September 30, 2025

March 31, 2026

December 31, 2025

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Securities not classified as HTM are classified as AFS and are stated at fair value .

As of September 30, 2025 , AFS securities comprised 89% of our total investment securities.

Due to the nature of the investments, current market prices, and the current interest rate environment, we determined that the declines in the fair values of the AFS and HTM securities portfolio were not attributable to credit losses at September 30, 2025 and December 31, 2024 .

Accordingly, there was no adjustment made to the amortized cost basis.

As of March 31, 2026 , AFS securities comprised 90% of our total investment securities.

Accordingly, no ACL was recorded related to our investment securities.

The carrying values of our AFS securities are adjusted for unrealized gains or losses not attributable to credit losses as valuation allowances, and any gains or losses are reported on an after-tax basis as a component of other comprehensive income (loss).

The table below sets forth the stated maturities and weighted average yields of our investment debt securities based on the amortized cost of our investment portfolio at September 30, 2025 (dollars in thousands).

The table below sets forth the stated maturities and weighted average yields of our investment debt securities based on the amortized cost of our investment portfolio at March 31, 2026 (dollars in thousands).

One Year or Less

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Weighted average yields on tax-exempt securities are calculated based on amortized cost on a fully tax equivalent basis assuming a federal tax rate of 21%, when applicable.

The following table sets forth the composition of our deposits and the percentage of each deposit type to total deposits at September 30, 2025 and December 31, 2024 (dollars in thousands).

September 30, 2025

The following table sets forth the composition of our deposits and the percentage of each deposit type to total deposits at March 31, 2026 and December 31, 2025 (dollars in thousands).

March 31, 2026

December 31, 2025

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Total deposits

Total deposits were $2.37 billion at September 30, 2025 , an increase of $26.7 million, or 1.1% , compared to $2.35 billion at December 31, 2024 .

There were no brokered demand deposits at September 30, 2025, compared to $47.3 million at December 31, 2024.

Total deposits, excluding $47.3 million of brokered demand deposits at December 31, 2024 , increased $74.1 million, or 3.2%, to $2.37 billion at September 30, 2025, compared to $2.30 billion at December 31, 2024.

We utilize brokered demand deposits when pricing is more favorable than other short-term borrowings.

The increase in noninterest-bearing demand deposits, interest-bearing demand deposits, and money market deposits at September 30, 2025 compared to December 31, 2024 was primarily the result of organic growth.

We increased rates on our interest-bearing demand deposits during 2025 compared to 2024 to attract and retain lower cost deposits relative to higher-cost short-term borrowings.

The decrease in time deposits at September 30, 2025 compared to December 31, 2024 was primarily due to maturities of higher cost time deposits as a result of our strategy to keep duration short and lower rates.

Brokered time deposits decreased to $210.8 million at September 30, 2025 from $245.5 million at December 31, 2024.

We utilize brokered time deposits with laddered maturities, entirely in denominations of less than $250,000, to secure fixed cost funding and reduce short-term borrowings.

At September 30, 2025, the balance of brokered time deposits remained below 10% of total assets, and the remaining weighted average duration was approximate ly three months with a weighted average rate o f 4.51%.

At September 30, 2025, our estimated uninsured deposits were $825.3 million, or approximately 35% of total deposits, compared to $737.6 million, or approximately 31% of our total deposits at December 31, 2024.

Total deposits were $3.23 billion at March 31, 2026, an increase of $882.6 million, or 37.6%, compared to $2.35 billion at December 31, 2025 .

The increase in deposits was primarily the result of the acquisition of WFB, which increased total deposits $1.02 billion on January 1, 2026, consisting of $187.9 million and $835.5 million of noninterest-bearing deposits and interest-bearing deposits, respectively.

The increase in noninterest-bearing demand deposits, interest-bearing demand deposits, and money market deposits at March 31, 2026 compared to December 31, 2025 was primarily the result of the acquisition of WFB and organic growth.

The increase in time deposits at March 31, 2026 compared to December 31, 2025 was primarily the result of the acquisition of WFB, partially offset by the run-off of higher yielding time deposits.

Brokered time deposits decreased to $101.2 million at March 31, 2026 from $204.1 million at December 31, 2025.

We utilize brokered time deposits, entirely in denominations of less than $250,000, to secure fixed cost funding and reduce short-term borrowings.

At March 31, 2026, the balance of brokered time deposits remained below 10% of total assets, and the remaining weighted average duration was approximate ly five months with a weighted average rate o f 3.94%.

At March 31, 2026, our estimated uninsured deposits were $1.16 billion, or approximately 36% of total deposits, compared to $793.2 million, or approximately 34% of our total deposits at December 31, 2025.

The estimates are based on the same methodologies and assumptions used for our regulatory reporting requirements.

The insured deposit data does not reflect an evaluation of all of the account ownership category distinctions that would determine the availability of deposit insurance to individual accounts based on FDIC regulations.

The following table shows scheduled maturities of time deposits in excess of the FDIC insurance limit of $250,000 at September 30, 2025 and December 31, 2024 (dollars in thousands).

September 30, 2025

The following table shows scheduled maturities of time deposits in excess of the FDIC insurance limit of $250,000 at March 31, 2026 and December 31, 2025 (dollars in thousands).

March 31, 2026

December 31, 2025

4 unchanged sentences

Over twelve months

At September 30, 2025 , total borrowings include securities s old under agreements to repurchase, FHLB advances, subordinated debt issued in 2022, an d junior subordinated debentures assumed through acquisitions.

We had $15.1 million of securities sold under agreements to repurchase at September 30, 2025 and $8.4 million at December 31, 2024 .

Our advances from the FHLB were $60.0 million at September 30, 2025 , a decrease of $7.2 million, compared to FHLB advances of $67.2 million at December 31, 2024 .

Based on original maturities, at September 30, 2025 , all of our FHLB advances were long-term, compared to $7.2 million short-term and $60.0 million long-term FHLB advances at December 31, 2024 .

At March 31, 2026 , total borrowings included securities s old under agreements to repurchase, FHLB advances, subordinated debt issued in 2022, an d junior subordinated debentures assumed through acquisitions.

We had $18.4 million of securities sold under agreements to repurchase at March 31, 2026 and $11.2 million at December 31, 2025 .

Our advances from the FHLB were $136.0 million at March 31, 2026 , an increase of $20.0 million compared to FHLB advances of $116.0 million at December 31, 2025 .

Based on original maturities, at March 31, 2026 , $36.0 million were short-term and $100.0 million were long-term FHLB advances , compared to $36.0 million short-term and $80.0 million long-term FHLB advances at December 31, 2025 .

FHLB advances are used to fund new loan and investment activity that is not funded by deposits or other borrowings.

On March 12, 2023, the Federal Reserve established the BTFP.

The BTFP was a one-year program that provided additional liquidity through borrowings for a term of up to one year secured by the pledging of certain qualifying securities and other assets valued at par.

Beginning in the second quarter of 2023, we utilized the BTFP to secure fixed rate funding for a one-year term and reduce short-term FHLB advances, which are priced daily.

We utilized this source of funding due to its lower rate and the ability to prepay the obligations without penalty.

The rates on the borrowings under the BTFP were fixed for one year from the day each borrowing was made.

During the fourth quarter of 2023 and again in the first quarter of 2024, we refinanced all of our borrowings under the BTFP with new loans under the BTFP with a one-year term due to more favorable rates .

The BTFP ceased making new loans as scheduled on March 11, 2024.

During the third quarter of 2024, we began paying down borrowings under the BTFP and repaid all of the remaining borrowings under the BTFP in the fourth quarter of 2024.

At September 30, 2025 and December 31, 2024, we had no outstanding borrowings under the BTFP.

Typically, the main source of our short-term borrowings are advances from the FHLB ;

however, during the three and nine months ended September 30, 2024, our primary source of short-term borrowings were borrowings under the BTFP due to more favorable rates.

The main source of our short-term borrowings are advances from the FHLB .

The rate charged for advances from the FHLB is directly tied to the Federal Reserve’s federal funds target rate.

As previously discussed, the Federal Reserve target rate was 4.00% to 4.25% at September 30, 2025 compared to 4.75% to 5.00% at September 30, 2024 .

The average balances and cost of short-term borrowings for the three and nine months ended September 30, 2025 and 2024 are summarized in the table below (dollars in thousands).

Average Balances

As of March 31, 2026, the federal funds target rate was 3.50% to 3.75%.

The average balances and cost of short-term borrowings for the three months ended March 31, 2026 and 2025 are summarized in the table below (dollars in thousands).

Average Balances

Cost of Short-term Borrowings

Three months ended September 30,

Nine months ended September 30,

Three months ended September 30,

Nine months ended September 30,

Federal funds purchased and short-term FHLB advances

Borrowings under BTFP

Three months ended March 31,

Short-term FHLB advances

Repurchase agreements

Total short-term borrowings

The carrying value of the subordinated debt, which consists entirely of our 2032 Notes, was $16.7 million at September 30, 2025 and December 31, 2024 .

The $8.8 million and $8.7 million in junior subordinated debt at September 30, 2025 and December 31, 2024 , respectively, represent the junior subordinated debentures that we assumed through acquisitions.

The following table sets forth certain information regarding securities sold under agreements to repurchase for the three months ended March 31, 2026 and 2025 (dollars in thousands).

Three months ended March 31,

Repurchase agreements:

Amount outstanding at period end

Average amount outstanding during the period

Maximum amount at any month end during the period

Weighted-average interest rate at period end

Weighted-average interest rate during period

The carrying value of the subordinated debt, which consists entirely of our 2032 Notes, was $16.7 million at March 31, 2026 and December 31, 2025 .

The $23.0 million and $8.8 million in junior subordinated debt at March 31, 2026 and December 31, 2025 , respectively, represented the junior subordinated debentures that we assumed through acquisitions.

The increase in junior subordinated debt was due to the acquisition of WFB and consisted of $9.2 million of unsecured debt obligations due to trusts and a $5.0 million loan, which matures in October 2029, related to our Southlake corporate office.

On January 1, 2026, we assumed WFB’s obligations on an unsecured basis with respect to a $10.0 million note to TIB, N.A.

We repaid the note in full in January 2026.

For a description of the 2032 Notes , see our Annual Report, Part II.

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Stockholders ’ Equity

Stockholders’ equity was $295.3 million at September 30, 2025 , an increase of $54.0 million compared to December 31, 2024 .

The increase was primarily attributable to the issuance of the Series A Preferred Stock, discussed above, $17.0 million of net income for the nine months ended September 30, 2025 and an $11.0 million decrease in accumulated other comprehensive loss due to an increase in the fair value of the Bank’s AFS securities portfolio, partially offset by $3.2 million in dividends declared on common stock, $1.6 million for share repurchases, and $0.5 million in dividends declared on the Series A Preferred Stock.

Stockholders’ equity was $414.6 million at March 31, 2026, an increase of $113.6 million compared to December 31, 2025.

The increase was primarily attributable to the acquisition of WFB, $12.0 million of net income for the three months ended March 31, 2026, partially offset by $1.5 million for share repurchases, a $1.4 million increase in accumulated other comprehensive loss due to a decrease in the fair value of the Bank’s AFS securities portfolio, $1.5 million in dividends declared on common stock, and $0.5 million in dividends declared on the Series A Preferred Stock.

Results of Operations

Performance Summary

As of and for the three months ended March 31,

Net income available to common shareholders

Diluted earnings per common share

Performance Ratios

Return on average assets

Return on average common equity

Book value per common share

Net Interest Income and Net Interest Margin

4 unchanged sentences

The Federal Reserve Board sets various benchmark rates, including the federal funds target rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions.

The Federal Reserve increased the federal funds target rate four times during 2023, from 4.25% to 4.50%, to 5.25% to 5.50%.

During 2024, beginning in September, the Federal Reserve reduced the federal funds target rate three times by 100 basis points on a cumulative basis to 4.25% to 4.50% where it remained until September 2025.

In September 2025, the Federal Reserve reduced the federal funds target rate by 25 basis points to 4.00% to 4.25%.

Accordingly, the prevailing federal funds target rate during three and nine months ended September 30, 2025 was lower than during the three and nine months ended September 30, 2024 .

During 2025, beginning in September, the Federal Reserve reduced the federal funds target rate three times by 75 basis points on a cumulative basis to 3.50% to 3.75%, where it remained as of May 8, 2026.

Accordingly, the prevailing federal funds target rate during the three months ended March 31, 2026 was lower than during the three months ended March 31, 2025.

For additional discussion, see Certain Events That Affect Period-over-Period Comparability – Changing Inflation and Interest Rates.

Three months ended September 30, 2025 vs.

three months ended September 30, 2024 .

Net interest income increased 18.5% to $21.2 million for the three months ended September 30, 2025 compared to $17.9 million for the same period in 2024 .

The increase was primarily due to a lower average balance of short-term borrowings and a decrease in the average balance of and rates paid on time deposits, partially offset by an increase in the average balance of and rates paid on interest-bearing demand deposits and a lower average balance of loans.

Average short-term borrowings decreased by $179.1 million for the three months ended September 30, 2025 , as we paid all remaining borrowings under the BTFP in the fourth quarter of 2024.

The lower average balance of, and a decrease in rates paid on, short-term borrowings resulted in a $2.2 million decrease in interest expense compared to the same period in 2024 .

A lower average balance of, and a decrease in rates paid on, time deposits resulted in a $1.9 million decrease in interest expense compared to the same period in 2024 .

Average loans decreased by $18.1 million for the three months ended September 30, 2025 in accordance with our strategy to optimize the balance sheet , which, in addition to lower loan yields, resulted in a $0.2 million decrease in interest income on loans compared to the same period in 2024 .

Average interest-bearing demand deposits increased by $159.2 million, which, combined with an increase in rates, resulted in a $1.4 million increase in interest expense in the third quarter of 2025 compared to the same period in 2024.

Average noninterest-bearing deposits increased by $17.9 million.

Rates paid on interest-bearing liabilities decreased primarily as a result of the overall decrease in prevailing interest rates .

Our yield on interest-earning assets increased primarily due to an increase in the yield on the investment securities portfolio, partially offset by the decrease in the average balance of loans.

Interest income was $37.1 million for the three months ended September 30, 2025 , compared to $36.8 million for the same period in 2024 .

Loan interest income made up substantially all of our interest income for the three months ended September 30, 2025 and 2024 , although interest on investment securities contributed 10.2% of interest income during the third quarter of 2025 compared to 8.1% during the third quarter of 2024 .

Of the $0.2 million increase in interest income, an increase of $0.8 million can be attributed to a higher average balance of, and an increase in the yield earned on investment securities, partially offset by a decrease in interest income of $0.4 million, which can be attributed to decreases in the volume and yield earned on interest-earning balances with banks and a decrease in interest income of $0.2 million can be attributed primarily to the decrease in the volume of loans .

The overall yield on interest-earning assets was 5.53% and 5.51% for the three months ended September 30, 2025 and 2024 , respectively.

The loan portfolio yielded 6.03% and 6.04% for the three months ended September 30, 2025 and September 30, 2024 , respectively, while the yield on the investment portfolio was 3.28% for the three months ended September 30, 2025 compared to 2.82% for the three months ended September 30, 2024 .

The overall yield on interest-earning assets increased two basis points for the quarter ended September 30, 2025 compared to the quarter ended September 30, 2024 and was primarily driven by a 46 b asis point increase in the yield on the investment securities portfolio, partially offset by a one basis point decrease in the yield on the loan portfolio.

Interest expense was $15.9 million for the three months ended September 30, 2025 , a decrease of $3.1 million compared to interest expense of $19.0 million for the three months ended September 30, 2024 .

A decrease in interest expense of $1.8 million resulted from a decrease in the volume of interest-bearing liabilities, primarily short-term borrowings.

A decrease of $1.2 million resulted from the decrease in the cost of interest-bearing liabilities, primarily time deposits.

Average interest-bearing liabilities decreased by $59.9 million for the three months ended September 30, 2025 compared to the same period in 2024 , as average short-term borrowings decreased by $179.1 million while average interest-bearing deposits increased by $105.6 million , primarily due to an increase in average interest-bearing demand deposits.

We increased rates on our interest-bearing demand deposits during the third quarter of 2025 compared to the third quarter of 2024 to attract and retain lower cost deposits relative to higher cost short-term borrowings .

Average time deposits decreased, as we reduced rates on our time deposits during the third quarter of 2025 compared to the third quarter of 2024 due to lower prevailing market interest rates .

The cost of deposits decreased 41 basis points to 3.04% for the three months ended September 30, 2025 compared to 3.45% for the three months ended September 30, 2024 primarily as a result of a lower average balance of, and a decrease in the cost of time deposits, partially offset by a higher average balance of, and an increase in the cost of, interest-bearing demand deposits.

The cost of interest-bearing liabilities decreased 50 basis points to 3.11% for the three months ended September 30, 2025 compared to 3.61% for the same period in 2024 , primarily due to a lower average balance of short-term borrowings and a decrease in the cost of time deposits, partially offset by a higher cost and average balance of interest-bearing demand deposits.

Net interest margin was 3.16% for the three months ended September 30, 2025 , an increase of 49 basis points from 2.67% for the three months ended September 30, 2024 .

The increase in net interest margin was primarily driven by a 50 basis point decrease in the cost of interest-bearing liabilities .

Average Balances and Yields .

The following table sets forth average balance sheet data, including all major categories of interest-earning assets and interest-bearing liabilities, together with the interest earned or paid and the average yield or rate paid on each such category for the three months ended September 30, 2025 and 2024 .

Averages presented in the table below are daily averages (dollars in thousands).

Three months ended September 30,

Yield/ Rate (1)

Interest-earning assets:

Interest-earning balances with banks

Total interest-earning assets

Cash and due from banks

Intangible assets

Allowance for credit losses

Liabilities and stockholders’ equity

Interest-bearing liabilities:

Interest-bearing demand deposits

Brokered demand deposits

Savings deposits

Brokered time deposits

Time deposits

Total interest-bearing deposits

Short-term borrowings (2)

Long-term debt

Total interest-bearing liabilities

Noninterest-bearing deposits

Other liabilities

Stockholders’ equity

Total liabilities and stockholders’ equity

Net interest income/net interest margin

Interest income and net interest margin are expressed as a percentage of average interest-earning assets outstanding for the indicated periods and are not presented on a tax equivalent basis.

Interest expense is expressed as a percentage of average interest-bearing liabilities for the indicated periods.

For additional information, see Discussion and Analysis of Financial Condition – Borrowings.

Three months ended September 30, 2025 vs.

Three months ended September 30, 2024

Interest income:

Interest-earning balances with banks

Total interest-earning assets

Interest expense:

Interest-bearing demand deposits

Brokered demand deposits

Savings deposits

Brokered time deposits

Time deposits

Short-term borrowings

Long-term debt

Total interest-bearing liabilities

Change in net interest income

Changes in interest due to both volume and rate have been allocated entirely to rate.

Nine months ended September 30, 2025 vs.

nine months ended September 30, 2024 .

Net interest income increased 13.1% to $59.1 million for the nine months ended September 30, 2025 compared to $52.3 million for the same period in 2024 .

The increase was primarily due to a lower average balance of short-term borrowings and a lower average balance of, and a decrease in the rates paid on time deposits, partially offset by a lower average balance of loans and an increase in the average balance of, and rates paid on interest-bearing demand deposits.

Average short-term borrowings decreased by $193.6 million for the nine months ended September 30, 2025 , as we paid all remaining borrowings under the BTFP in the fourth quarter of 2024.

The lower average balance of, and a decrease in rates paid on, short-term borrowings resulted in a $7.1 million decrease in interest expense compared to the same period in 2024 .

A lower average balance of, and a decrease in rates paid on, time deposits resulted in a $4.4 million decrease in interest expense compared to the same period in 2024 .

Average loans decreased by $56.2 million for the nine months ended September 30, 2025 in accordance with our strategy to optimize the balance sheet , which, in addition to lower loan yields, resulted in a $2.8 million decrease in interest income on loans compared to the same period in 2024 .

Average interest-bearing demand deposits increased by $129.0 million, which, combined with an increase in rates, resulted in a $3.6 million increase in interest expense for the nine months ended September 30, 2025 compared to the same period in 2024.

Three months ended March 31, 2026 vs.

three months ended March 31, 2025 .

Net interest income increased 78.0% to $32.7 million for the three months ended March 31, 2026 compared to $18.3 million for the same period in 2025.

The increase was primarily due to a higher average balance of, and an increase in the yield on, the loan portfolio, partially offset by an increase in the average balance of interest-bearing demand deposits and time deposits.

Average loans increased by $987.0 million for the three months ended March 31, 2026 primarily due to the acquisition of WFB, which, in addition to higher loan yields, resulted in a $17.4 million increase in interest income on loans compared to the same period in 2025.

Average brokered time deposits were $152.3 million for the three months ended March 31, 2026 compared to $252.3 million during the three months ended March 31, 2025, which along with lower rates paid, resulted in a $1.5 million decrease in interest expense compared to the three months ended March 31, 2025.

Average interest-bearing demand deposits increased by $517.9 million, which, combined with an increase in rates, resulted in a $3.6 million increase in interest expense in the first quarter of 2026 compared to the same period in 2025.

A higher average balance of time deposits partially offset by a decrease in rates paid on time deposits resulted in a $2.1 million increase in interest expense compared to the same period in 2025.

Average noninterest-bearing deposits increased by $203.6 million.

Our yield on interest-earning assets increased primarily due to an increase in the average balance of, and the yield on, the loan portfolio.

Rates paid on interest-bearing liabilities decreased primarily as a result of the overall decrease in prevailing interest rates.

Our yield on interest-earning assets increased primarily due to an increase in yield on the investment securities portfolio.

Interest income was $106.9 million for the nine months ended September 30, 2025 , compared to $108.4 million for the same period in 2024 .

Loan interest income made up substantially all of our interest income for the nine months ended September 30, 2025 and 2024 , although interest on investment securities contributed 10.1% of interest income during the third quarter of 2025 compared to 8.3% during the third quarter of 2024 .

Of the $1.5 million decrease in interest income, a decrease in interest income of $2.1 million can be attributed to the decrease in the volume of interest-earnings assets, primarily loans .

The overall yield on interest-earning assets was 5.46% and 5.45% for the nine months ended September 30, 2025 and 2024 , respectively.

The loan portfolio yielded 5.95% and 5.96% for the nine months ended September 30, 2025 and September 30, 2024 , respectively, while the yield on the investment portfolio was 3.20% for the nine months ended September 30, 2025 compared to 2.81% for the nine months ended September 30, 2024 .

The increase in the overall yield on interest-earning assets compared to the quarter ended September 30, 2024 was primarily driven by a 39 b asis point increase in the yield on the investment securities portfolio, partially offset by a one basis point decrease in the yield on the loan portfolio.

Interest expense was $47.7 million for the nine months ended September 30, 2025 , a decrease of $8.3 million compared to interest expense of $56.1 million for the nine months ended September 30, 2024 .

A decrease in interest expense of $5.4 million resulted from a decrease in volume of interest-bearing liabilities, primarily short-term borrowings and time deposits, partially offset by an increase in volume of interest-bearing demand deposits and long-term debt.

A decrease in interest expense of $3.0 million resulted from the decrease in the cost of interest-bearing liabilities, primarily time deposits and brokered time deposits, partially offset by an increase in the cost of interest-bearing demand deposits.

Average interest-bearing liabilities decreased by $76.8 million for the nine months ended September 30, 2025 compared to the same period in 2024 , as average short-term borrowings decreased by $193.6 million while average interest-bearing deposits increased by $104.5 million.

We reduced rates on our time deposits during the nine months ended September 30, 2025 compared to the t o the same period in 2024 due to lower prevailing market interest rates .

We increased rates on our interest-bearing demand deposits during the nine months ended September 30, 2025 compared to the t o the same period in 2024 to attract and retain lower cost deposits relative to higher cost short-term borrowings .

The cost of deposits decreased 30 basis points to 3.08% for the nine months ended September 30, 2025 compared to 3.38% for the nine months ended September 30, 2024 primarily as a result of a lower average balance of, and a decrease in the cost of, time deposits, partially offset by a higher average balance of, and an increase in the cost of, interest-bearing demand deposits.

The cost of interest-bearing liabilities decreased 42 basis points to 3.15% for the nine months ended September 30, 2025 compared to 3.57% for the same period in 2024 , primarily due to a lower average balance of short-term borrowings and a lower average balance of, and a decrease in the cost of, time deposits, partially offset by a higher cost and average balance of interest-bearing demand deposits.

Net interest margin was 3.02% for the nine months ended September 30, 2025 , an increase of 39 basis points from 2.63% for the nine months ended September 30, 2024 .

The increase in net interest margin was primarily driven by a 42 basis point decrease in the cost of interest-bearing liabilities and a one basis point increase in the yield on interest-ear ning assets .

Interest income was $53.2 million for the three months ended March 31, 2026, compared to $34.4 million for the same period in 2025.

Loan interest income made up substantially all of our interest income for the three months ended March 31, 2026 and 2025, although interest on investment securities contributed 7.7% of interest income during the first quarter of 2026 compared to 9.7% during the first quarter of 2025.

The overall yield on interest-earning assets was 5.86% and 5.39% for the three months ended March 31, 2026 and 2025, respectively.

The loan portfolio yielded 6.28% and 5.88% for the three months ended March 31, 2026 and 2025, respectively, while the yield on the investment portfolio was 3.44% for the three months ended March 31, 2026 compared to 3.10% for the three months ended March 31, 2025.

The overall yield on interest-earning assets increased 47 basis points for the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025 and was primarily driven by a 40 basis point increase in the yield on the loan portfolio and a 34 b asis point increase in the yield on the investment securities portfolio.

Interest expense was $20.5 million for the three months ended March 31, 2026, an increase of $4.5 million compared to interest expense of $16.1 million for the three months ended March 31, 2025.

An increase in interest expense of $5.3 million resulted from an increase in the volume of interest-bearing liabilities, primarily interest-bearing deposits and time deposits.

A decrease of $0.8 million resulted from the decrease in the cost of interest-bearing liabilities, primarily time deposits and brokered time deposits.

Average interest-bearing liabilities increased by $812.8 million for the three months ended March 31, 2026 compared to the same period in 2025, while average interest-bearing deposits increased by $774.9 million, primarily due to an increase in average interest-bearing demand deposits and average time deposits.

We increased rates on our interest-bearing demand deposits during the first quarter of 2026 compared to the first quarter of 2025 to attract and retain lower cost deposits relative to higher cost short-term borrowings and brokered time deposits, and the interest-bearing demand deposits acquired from WFB had a higher rate than legacy interest-bearing demand deposits.

Average time deposits increased due to the acquisition of WFB;

however, we reduced rates on our time deposits during the first quarter of 2026 compared to the first quarter of 2025 due to lower prevailing market interest rates .

The cost of deposits decreased 30 basis points to 2.85% for the three months ended March 31, 2026 compared to 3.15% for the three months ended March 31, 2025 primarily as a result of a lower average balance of, and a decrease in rates paid on, brokered time deposits and a decrease in rates paid on time deposits, partially offset by a higher average balance of time deposits and a higher average balance of, and an increase in the rates paid on, interest-bearing demand deposits.

The cost of interest-bearing liabilities decreased 28 basis points to 2.94% for the three months ended March 31, 2026 compared to 3.22% for the same period in 2025.

Net interest margin was 3.59% for the three months ended March 31, 2026, an increase of 72 basis points from 2.87% for the three months ended March 31, 2025.

The increase in net interest margin was primarily driven by a 47 basis point increase in the yield on interest-earning assets and a 28 basis point decrease in the cost of interest-bearing liabilities .

Average Balances and Yields .

Averages presented in the table below are daily averages (dollars in thousands).

Nine months ended September 30,

Three months ended March 31,

Yield/ Rate (1)

25 unchanged sentences

For additional information, see Discussion and Analysis of Financial Condition – Borrowings.

Nine months ended September 30, 2025 vs.

Nine months ended September 30, 2024

Three months ended March 31, 2026 vs.

Three months ended March 31, 2025

Interest income:

13 unchanged sentences

Noninterest Income

Noninterest income includes, among other things, service charges on deposit accounts, gains and losses on sale or disposition of fixed assets, interchange fees, income from BOLI, and changes in the fair value of equity securities.

We expect to continue to develop new products that generate noninterest income, and enhance our existing products, in order to diversify our revenue sources.

Three months ended September 30, 2025 vs.

three months ended September 30, 2024 .

Total noninterest income decreased $0.6 million, or 15.8% , to $3.0 million for the three months ended September 30, 2025 compared to $3.5 million for the three months ended September 30, 2024 .

The decrease in noninterest income w as primarily attributable to $1.1 million in income from a legal settlement recorded in the third quarter of 2024 related to one loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida, partially offset by a $0.4 million increase in other operating income and a $0.1 million increase in gain on sale of other real estate owned.

The increase in other operating income was primarily attributable to a $0.4 million increase in distributions from other investments.

Nine months ended September 30, 2025 vs.

nine months ended September 30, 2024 .

Total noninterest income decreased $1.4 million, or 15.7% , to $7.6 million for the nine months ended September 30, 2025 compared to $9.0 million for the nine months ended September 30, 2024 .

The decrease in noninterest income w as primarily attributable to $1.1 million in income from a legal settlement recorded in the third quarter of 2024, discussed above, a $0.6 million decrease in gain on sale of other real estate owned and a $0.4 million decrease in gain on sale or disposition of fixed assets, partially offset by a $0.4 million decrease in loss on call or sale of investment securities and a $0.4 million increase in other operating income.

During the second quarter of 2024, we realized a $0.7 million gain on other real estate owned on the sale of certain property related to one loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.

During the first quarter of 2024, we recorded a $0.4 million gain on sale or disposition of fixed assets as a result of the closure of one branch in the Alabama market.

The increase in other operating income was primarily attributable to a $0.5 million increase in distributions from other investments and $0.3 million of insurance proceeds received in second quarter 2025 for damages to a property recorded in other real estate owned, partially offset by a $0.2 million decrease in the change in net asset value of other investments and a $0.2 million decrease in derivative fee income.

The following table illustrates the primary components of noninterest income for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 (dollars in thousands).

Three months ended March 31,

Increase (Decrease)

Noninterest income:

Service charges on deposit accounts

Loss on sale or disposition of fixed assets, net

Loss on sale of other real estate owned, net

Gain on sale of loans

Interchange fees

Income from BOLI

Change in the fair value of equity securities

Other operating income

Total noninterest income

Three months ended March 31, 2026 vs.

three months ended March 31, 2025 .

Total noninterest income increased $1.0 million, or 48.2% , to $3.0 million for the three months ended March 31, 2026 compared to $2.0 million for the three months ended March 31, 2025 .

The increase in noninterest income was primarily attributable to a $0.2 million increase in interchange fees, a $0.2 million increase in income from BOLI, a $0.2 million increase in service charges on deposit accounts, a $0.2 million increase in change in fair value of equity securities, and a $0.3 million increase in other operating income, partially offset by a $0.1 million increase in loss on sale of other real estate owned.

The increase in other operating income was primarily attributable to a $0.1 million increase in distributions from other investments and a $0.1 million increase in wealth management income.

Noninterest Expense

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Our goal is to manage our costs within the framework of our operating strategy of generating consistent, quality earnings.

Three months ended September 30, 2025 vs.

three months ended September 30, 2024 .

Total noninterest expense was $16.5 million for the three months ended September 30, 2025 , an increase of $0.3 million, or 2.1% , compared to the same period in 2024 .

The increase w as primarily driven by a $0.3 million increase in salaries and employee benefits and a $0.2 million increase in acquisition expense, partially offset by a $0.1 million decrease in other operating expenses and a $0.1 million decrease in depreciation and amortization.

The increase in salaries and employee benefits was primarily due to investment in people with an emphasis on our Texas markets to remix and strengthen our balance sheet and an increase in health insurance claims.

The increase in acquisition expense was related to the WFB transaction announced on July 1, 2025.

The decrease in other operating expenses resulted from $0.3 million in collection and repossession expenses recorded in the third quarter of 2024 related to the income from the legal settlement, discussed above, and a $0.1 million decrease in FDIC assessments, partially offset by a $0.1 million increase in write down of other real estate owned and a $0.1 million increase in branch services expense.

Nine months ended September 30, 2025 vs.

nine months ended September 30, 2024 .

Total noninterest expense was $49.5 million for the nine months ended September 30, 2025 , an increase of $2.5 million, or 5.3% , compared to the same period in 2024 .

The increase was primarily driven by a $1.3 million increase in salaries and employee benefits, a $0.6 million increase in acquisition expense, a $0.5 million decrease in gain on early extinguishment of subordinated debt, and a $0.2 million increase in professional fees, partially offset by a $0.2 million decrease in depreciation and amortization.

During the first half of 2024, we repurchased $5.0 million in principal amount of our 2029 Notes and $3.0 million in principal amount of our 2032 Notes and recognized a gain on early extinguishment of subordinated debt of $0.5 million.

The increase in acquisition expense was related to the WFB transaction, discussed above.

The decrease in depreciation and amortization was primarily due to the closure of one branch location in the first quarter of 2024.

The following table illustrates the primary components of noninterest expense for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 (dollars in thousands).

Three months ended March 31,

Increase (Decrease)

Noninterest expense:

Depreciation and amortization

Salaries and employee benefits

Data processing

Professional fees

Acquisition expense

Other operating expenses

Total noninterest expense

Three months ended March 31, 2026 vs.

three months ended March 31, 2025 .

Total noninterest expense was $22.8 million for the three months ended March 31, 2026, an increase of $6.6 million, or 40.7%, compared to the same period in 2025.

The increase was primarily driven by a $3.3 million increase in salaries and employee benefits, a $1.6 million increase in acquisition expense, a $0.6 million increase in depreciation and amortization, a $0.3 million increase in occupancy, a $0.3 million increase in data processing and a $0.2 million increase in other operating expense.

The increases were primarily related to the acquisition of WFB on January 1, 2026.

The increase in other operating expense was primarily attributable to a $0.2 million increase in FDIC assessments.

Income Tax Expense

Income tax expense for the three months ended September 30, 2025 and 2024 was $1.3 million and $0.8 million, respectively.

The effective tax rate for the three months ended September 30, 2025 and 2024 was 17.3% and 12.7% , respectively.

Income tax expense for the nine months ended September 30, 2025 and 2024 was $3.6 million and $3.0 million, respectively .

The effective tax rate for the nine months ended September 30, 2025 and 2024 was 17.7% and 17.5% , respectively.

During the third quarter of 2024, we revised our estimated 2024 annual effective tax rate to account for our projected increase in nontaxable income from BOLI in the fourth quarter of approximately $3.1 million upon receipt of death benefit proceeds.

During the first quarter of 2024, we surrendered approximately $8.4 million of BOLI contracts and reinvested the proceeds in higher yielding policies, which resulted in $0.3 million of income tax expense.

The restructuring had an expected earn-back period of just over one year.

For the three and nine months ended September 30, 2025 , and the effective tax rate differed from the statutory tax rate of 21% primarily due to tax-exempt interest income earned on certain loans and investment securities and income from BOLI.

For the three months ended September 30, 2024 , the effective tax rate differed from the statutory tax rate of 21% primarily due to the revision of our estimated 2024 annual effective tax rate, discussed above, tax-exempt interest income earned on certain loans and investment securities and income from BOLI.

For the nine months ended September 30, 2024 , the effective tax rate differed from the statutory tax rate of 21% primarily due to the revision of our estimated 2024 annual effective tax rate, discussed above, tax-exempt interest income earned on certain loans and investment securities and income from BOLI, partially offset by the surrender of BOLI contracts.

On July 4, 2025, the OBBBA, which contains a broad range of tax reform provisions affecting businesses, was signed into law.

The OBBBA did not have a material impact on the consolidated financial statements in the third quarter of 2025, and we do not expect a significant impact on 2025 income tax expense.

Income tax expense for the three months ended March 31, 2026 and 2025 was $2.9 million and $1.4 million, respectively.

The effective tax rate for the three months ended March 31, 2026 and 2025 was 19.4% and 18.4%, respectively.

Risk Management

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Changing inflation also presents risk.

Credit, inflation and interest rate risk are discussed below, while liquidity risk is discussed in this section under the heading Liquidity and Capital Resources below.

Credit, inflation and interest rate risk are discussed immediately below, while liquidity risk is discussed in this section under the heading Liquidity and Capital Resources further below.

Credit Risk and the Allowance for Credit Losses

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Although some value may be recovered on such a loan, it is not significant in relation to the amount borrowed.

At September 30, 2025 and December 31, 2024 , there were no loans classified as loss or doubtful, $30.9 million and $32.7 million, respectively, of loans classified as substandard, and $10.2 million and $7.8 million, respectively, of loans classified as special mention.

At March 31, 2026 and December 31, 2025, there were no loans classified as Loss, while there were $24,000 and no loans, respectively, classified as Doubtful, $43.0 million and $38.1 million, respectively, of loans classified as Substandard, and $9.2 million and $9.7 million, respectively, of loans classified as Special Mention.

An independent loan review is conducted annually, whether internally or externally, on at least 40% of commercial loans utilizing a risk-based approach designed to maximize the effectiveness of the review.

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The CECL methodology requires that lifetime expected credit losses be recorded at the time the financial asset is originated or acquired and be adjusted each period through a provision for credit losses for changes in the expected lifetime credit losses .

The ACL was $26.5 million and $26.7 million at September 30, 2025 and December 31, 2024 , respectively.

The ACL was $36.0 million and $26.3 million at March 31, 2026 and December 31, 2025 , respectively.

On January 1, 2026, we recorded an $11.7 million ACL due to the acquisition of WFB.

We maintain a separate ACL on unfunded loan commitments, which is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets.

The ACL is generally increased by the provision for credit losses and decreased by charge-offs, net of recoveries.

The provision for credit losses for the three months ended September 30, 2025 was primarily due to loan growth partially offset by changes in the economic forecast and loan mix.

The negative provision for credit losses for the nine months ended September 30, 2025 was primarily due to a $3.3 million recovery during the first quarter of 2025 of loans previously charged off as a result of a property insurance settlement related to one loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida .

The negative provision for credit losses for the three months ended September 30, 2024 was primarily due to net recoveries of $0.4 million, a decrease in total loans, aging of existing loans and an improvement in the economic forecast.

The negative provision for credit losses for the nine months ended September 30, 2024 was primarily due to net recoveries, a decrease in total loans, aging of existing loans, an improvement in the economic forecast and, to a lesser extent, the completion of our annual CECL allowance model recalibration, which resulted in lower historical loss rates.

We complete our annual model recalibration process in the first quarter of each year.

Our annual review includes peer group analysis, updates to our probability of default and loss-given default models, including prepayment and curtailment assumptions, and qualitative factor scorecard ranges, as needed.

The changes resulting from the model recalibration reduced the ACL by approximately $0.5 million during each of the nine months ended September 30, 2025 and 2024.

The reversal of credit losses for the three months ended March 31, 2026 was primarily due to a decrease in total loans during the quarter, changes in the economic forecast and the completion of our CECL allowance model recalibration .

The reversal of credit losses for the three months ended March 31, 2025 was primarily due to net recoveries on one loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.

Periodically, we complete a CECL allowance model recalibration.

This process, which was completed in the first quarter of 2026, includes peer group analysis, updates to our probability of default and loss-given default models, including prepayment and curtailment assumptions, and qualitative factor scorecard ranges, as needed.

The changes resulting from the model recalibration reduced the ACL by approximately $3.0 million and $0.5 million during the three months ended March 31, 2026 and 2025, respectively.

Refer to Note 1.

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The following table presents the allocation of the ACL by loan category and the percentage of loans in each loan category to total loans as of the dates indicated (dollars in thousands).

September 30, 2025

March 31, 2026

December 31, 2025

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The following table presents the amount of the ACL allocated to each loan category as a percentage of total loans as of the dates indicated.

September 30, 2025

March 31, 2026

December 31, 2025

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Commercial and industrial

As discussed above, the balance in the ACL is principally influenced by the provision for credit losses on loans and net loan loss experience.

As discussed above, the balance in the ACL is principally influenced by the provision for (reversal of) credit losses on loans and net loan loss experience.

Additions to the ACL are charged to the provision for credit losses on loans.

1 unchanged sentence

The table below reflects the activity in the ACL and key ratios for the periods indicated (dollars in thousands).

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Allowance at beginning of period

Provision for credit losses on loans (1)

ACL on PCD loans at acquisition

ACL on PSL loans at acquisition

Reversal of credit losses on loans (1)

Net (charge-offs) recoveries

5 unchanged sentences

Nonaccrual loans to total loans - period end

For the three months ended September 30, 2025, the $0.1 million provision for credit losses on the consolidated statement of income includes a $0.1 million n egative provision for loan losses and a $0.2 million provision for unfunded loan com mitments.

For the nine months ended September 30, 2025, the $3.3 million negative provision for credit losses on the consolidated statement of income includes a $3.6 millio n negative provision for loan losses and a $0.3 million provision for un funded loan commitments.

For the three months ended September 30, 2024, the $0.9 million negative provision for credit losses on the consolidated statement of income includes a $0.9 million negative provision for loan losses and a $40,000 negative provision for unfunded loan commitments.

For the nine months ended September 30, 2024, the $2.8 million negative provision for credit losses on the consolidated statement of income includes a $2.6 million negative provision for loan losses and a $0.2 million negative provision for unfunded loan commitments.

The ACL to total loans decreased to 1.23% at September 30, 2025 compared to 1.30% at September 30, 2024 , and the ACL to nonaccrual loans ratio decreased to 344.7% at September 30, 2025 compared to 682.0% at September 30, 2024 .

The decrease in the ACL to total loans compared to September 30, 2024 was primarily due to a decrease in total loans, aging of existing loans and an improvement in the economic forecast .

The decrease in ACL to nonaccrual loans compared to September 30, 2024 was primarily due to an increase in nonaccrual loans.

Nonaccrual loans were $7.7 million, or 0.36% of total loans, at September 30, 2025 , an increase of $3.6 million compared to $4.1 million, or 0.19% of total loans, at September 30, 2024 .

The increase in nonaccrual loans was primarily a ttributable to one nonowner-occupied commercial relationship totaling $1.7 million, owner-occupied commercial relationships totaling $2.1 million and one 1-4 family loan relationship totaling $0.8 million, partially offset by the transfer of a $0.7 million 1-4 family loan to other real estate owned .

For the three months ended March 31, 2026, the $2.1 million reversal of credit losses on the consolidated statement of income includes a $1.8 million reversal of credit losses on loans and a $0.3 million reversal of credit losses on unfunded loan commitments.

For the three months ended March 31, 2025, the $3.6 million reversal of credit losses on the consolidated statement of income includes a $3.7 million reversal of credit losses on loans and a $0.1 million provision for credit losses on unfunded loan commitments.

The ACL to total loans decreased to 1.17% at March 31, 2026 compared to 1.25% at March 31, 2025 , and the ACL to nonaccrual loans ratio decreased to 177.0% at March 31, 2026 compared to 473.3% at March 31, 2025 .

The decrease in the ACL to total loans compared to March 31, 2025 was primarily due to the completion of our CECL allowance model recalibration and changes in the economic forecast.

The decrease in ACL to nonaccrual loans compared to March 31, 2025 was primarily due to an increase in nonaccrual loans.

Nonaccrual loans were $20.3 million, or 0.66% of total loans, at March 31, 2026 , an increase of $14.7 million compared to $5.6 million, or 0.27% of total loans, at March 31, 2025 .

The increase in nonaccrual loans was primarily a ttributable to one primarily owner-occupied commercial real estate relationship totaling $6.6 million and nonperforming loans acquired from WFB totaling $3.2 million.

The following table presents the allocation of net (charge-offs) recoveries by loan category for the periods indicated (dollars in thousands).

Three months ended September 30,

Net Recoveries (Charge-offs)

Average Balance

Ratio of Net Charge-offs (Recoveries) to Average Loans

Net Recoveries (Charge-offs)

Average Balance

Ratio of Net Charge-offs (Recoveries) to Average Loans

Mortgage loans on real estate:

Construction and development

Commercial real estate

Commercial and industrial

Nine months ended September 30,

Three months ended March 31,

Net Recoveries (Charge-offs)

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Net charge-offs include recoveries of amounts previously charged off.

For the three months ended September 30, 2025, net charge-offs were $64,000 , or less than 0.01%, of the average loan balance for the period.

For the nine months ended September 30, 2025 , net recoveries were $3.4 million, or 0.16%, of the average loan balance for the period.

Net recoveries during the nine months ended September 30, 2025 were primarily the result of a property insurance settlement related to a loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida .

Net recoveries for the three and nine months ended September 30, 2024 were $0.4 million and $0.2 million, or 0.02% and 0.01% , respectively, of the average loan balance for the period.

Net recoveries during the three and nine months ended September 30, 2024 were primarily attributable to construction and development loans.

Management believes the ACL at September 30, 2025 is sufficient to provide adequate protection against losses in our portfolio.

For the three months ended March 31, 2026, net charge-offs were $0.3 million, or 0.01%, of the average loan balance for the period.

Net charge-offs during the three months ended March 31, 2026 were primarily attributable to commercial and industrial loans .

Net recoveries for the three months ended March 31, 2025 were $3.4 million , or 0.16%, of the average loan balance for the period.

Net recoveries during the three months ended March 31, 2025 were primarily the result of a property insurance settlement related to a loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.

Management believes the ACL at March 31, 2026 is sufficient to provide adequate protection against losses in our portfolio.

However, there can be no assurance that this allowance will prove to be adequate over time to cover ultimate losses in connection with our loans.

This ACL may prove to be inadequate due to many factors including higher inflation and interest rates than anticipated, higher unemployment than anticipated, other unanticipated adverse changes in the economy, unanticipated effects of the current geopolitical and domestic political conflicts, a public health crisis, or discrete events adversely affecting specific customers or industries.

We are monitoring changes and potential changes to U.S.

tariff and trade policies that could have an adverse impact on inflation and economic growth, at least in the near term, and which make forecasting difficult.

This ACL may prove to be inadequate due to many factors, including those set forth in Part I.

“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report.

These factors could cause deterioration in credit quality that could lead us to increase our ACL in future periods.

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No nperforming assets consist of nonperforming loans and other real estate owned.

Nonperforming loans are those on which the accrual of interest has stopped or loans which are contractually 90 days past due on which interest continues to accrue.

Nonperforming loans are those on which the accrual of interest has stopped or loans which are contractually 90 days past due and accruing.

Loans are ordinarily placed on nonaccrual when a loan is specifically determined to be impaired or when principal and interest is delinquent for 90 days or more.

2 unchanged sentences

A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period of repayment performance by the borrower.

Nonperforming loans were $7.7 million, or 0.36% of total loans, at September 30, 2025 , a decrease of $1.1 million compared to $8.8 million, or 0.42% of total loans, at December 31, 2024 .

The decrease in nonperforming loans compared to December 31, 2024 is mainly attributable to paydowns and the transfer of a $0.7 million 1-4 family loan to other real estate owned .

Nonperforming loans were $20.4 million, or 0.66% of total loans, at March 31, 2026, an increase of $11.1 million compared to $9.3 million, or 0.43% of total loans, at December 31, 2025.

The increase in nonperforming loans compared to December 31, 2025 was primarily a ttributable to one primarily owner-occupied commercial real estate relationship totaling $6.6 million and nonperforming loans acquired from WFB totaling $3.2 million.

Loan Modifications to Borrowers Experiencing Financial Difficulty.

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Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off.

During the nine months ended September 30, 2025 and 2024 , we did not provide any modifications under these circumstances to borrowers experiencing financial difficulty.

During the three months ended March 31, 2026 and 2025 , we did not provide any modifications under these circumstances to borrowers experiencing financial difficulty.

Other Real Estate Owned.

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Real property no longer used in the Bank’s business operations is recorded at the lower of its net book value or fair value at the date of transfer to other real estate owned.

For the nine months ended September 30, 2025 , additions to other real estate owned were $1.7 million, which were driven by transfers of commercial real estate and 1-4 family loans to other real estate owned.

O ther real estate owned with a cost basis of $1.6 million and $1.8 million was sold during the three and nine months ended September 30, 2025 and 2024 , respectively, resulting in a gain of $0.1 million for both periods.

During the three months ended September 30, 2025 , we recorded $0.1 million of write-downs of other real estate owned r elated to a 1-4 family property .

During the nine months ended September 30, 2025 , we recorde d $0.4 million of write-downs of other real estate owned r elated to a property that was part of the loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida, a former branch location based on a third-party appraisal, and a 1-4 family property.

For the nine months ended September 30, 2024 , additions to other real estate owned were $1.8 million, which were primarily driven by transfers of 1-4 family loans to other real estate owned.

During the nine months ended September 30, 2024 , we recorded a $0.2 million write-down of other real estate owned primarily related to a former branch location based on a third-party appraisal.

Other real estate owned with a cost basis of $0.2 million and $1.3 million was sold during the three and nine months ended September 30, 2024 , respectively, resulting in a loss of $4,000 and a gain of $0.7 million, respectively, for the periods.

At September 30, 2025 , approximately $1.7 million of loans secured by 1-4 family residential property were in the process of foreclosure.

For the three months ended March 31, 2026, additions to other real estate owned were $0.8 million, which were driven by transfers of 1-4 family loans to other real estate owned.

Other real estate owned with a cost basis of $0.7 million was sold during the three months ended March 31, 2026 resulting in a loss of $0.1 million.

No other real estate owned was sold during the three months ended March 31, 2025 .

At March 31, 2026, approximately $4.5 million of loans secured by 1-4 family residential property were in the process of foreclosure.

The table below provides details of our other real estate owned as of the dates indicated (dollars in thousands).

September 30, 2025

March 31, 2026

December 31, 2025

Commercial real estate

Commercial and industrial

Total other real estate owned

Changes in our other real estate owned are summarized in the table below for the periods indicated (dollars in thousands).

Nine months ended September 30,

Three months ended March 31,

Balance, beginning of period

1 unchanged sentence

Balance, end of period

Swap Contracts.

The Company enters into interest rate swap contracts that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement.

The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement.

The interest rate swaps with both the customers and third parties are not designated as hedges, and changes in fair value are recognized through earnings .

however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings.

The Company did not recognize any net impact in other income resulting from fair value adjustments during the three months ended March 31, 2026 and 2025 .

At March 31, 2026 and December 31, 2025 , we had notional amo unts of $162.8 million and $180.8 million, respectively, in interest rate swap contracts with customers and $162.8 million and $180.8 million, respectively, in offsetting interest rate swap contracts with other financial institutions.

At March 31, 2026 and December 31, 2025 , the fair value of the swap contracts consisted of gross assets of $11.4 million and $11.7 million, respectively, and gross liabilities of $11.4 million and $11.7 million, respectively, record ed in “Other assets” and “Accrued taxes and other liabilities,” respectively, in the accompanying consolidated balance sheets.

For additional information, see Note 8.

Derivative Financial Instruments.

Impact of Inflation .

Inflation reached a near 40-year high in late 2021 primarily due to effects of the COVID-19 pandemic, and continued rising through June 2022.

After June 2022, the rate of inflation generally declined;

however, it has remained higher than the Federal Reserve’s target inflation rate of two percent.

In response to higher inflation, the Federal Reserve increased the federal funds target rate during 2022 and 2023 as discussed in Certain Events That Affect Period-over-Period Comparability – Changing Inflation and Interest Rates , which generally increased the amount we earn on our interest-earning assets but also increased the amount we pay on our interest-bearing liabilities as discussed throughout this report.

We believe that higher rates resulting from inflation and related factors led to constrained loan demand during 2023 and 2024 and through September 30, 2025 .

When the rate of inflation accelerates, there is an erosion of consumer and customer purchasing power.

Accordingly, if the rate of inflation accelerates in the future, this could impact our business by reducing our tolerance for extending credit, and our customer’s desire to obtain credit, or causing us to incur additional provisions for credit losses resulting from a possible increased default rate.

Inflation and related higher rates have led and may continue to lead to lower loan re-financings.

Inflation has also increased and may continue to increase the costs of goods and services we purchase, including the costs of salaries and benefits .

We are monitoring changes and potential changes to U.S.

tariff and trade policies that could have an adverse impact on inflation and economic growth, at least in the near term, and which make forecasting difficult .

As noted above, the rate of inflation generally declined after June 2022.

In response, from September 2024 to December 2024, the Federal Reserve reduced the federal funds target rate by 100 basis points to 4.25% to 4.50%.

In September 2025, the Federal Reserve reduced the federal funds target rate by 25 basis points to 4.00% to 4.25%.

On October 29, 2025, the Federal Reserve reduced the federal funds target rate by 25 basis points to 3.75% to 4.00%, where it remained as of November 5, 2025.

The inflationary outlook in the U.S.

remains uncertain.

Inflation has moderated in recent periods;

however, it has remained higher than the Federal Reserve’s target inflation rate of two percent.

A decrease in the general level of interest rates may lead to, among other things, prepayments on our loan and mortgage-backed securities portfolios as borrowers refinance their loans at lower rates, lower rates on new loans, lower rates on existing variable rate loans and lower yields on investment securities, which may be offset by lower costs of interest-bearing liabilities.

13 unchanged sentences

Net interest income simulation is the Bank’s primary tool for benchmarking near term earnings exposure.

Given the ALCO’s objective to understand the potential risk and volatility embedded within the current mix of assets and liabilities, standard rate scenario simulations assume total assets remain static (i.e.

The Bank may also use a standard gap report in its interest rate risk management process.

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The goal of our asset/liability management is for the Bank to maintain a net interest income at risk in an up or down 100 basis point environment at less than (5)%.

At September 30, 2025 , the Bank was within the policy guidelines for asset/liability management.

At March 31, 2026 , the Bank was within the policy guidelines for asset/liability management.

The table below de picts the estimated impact on net interest income of immediate changes in interest rates at the specified levels.

As of September 30, 2025

As of March 31, 2026

Changes in Interest Rates (in basis points)

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Key assumptions include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities, and the expected life of non-maturity deposits.

However, there are a number of factors that influence the effect of interest rate fluctuations on us which are difficult to measure and predict.

For example, a rapid drop in interest rates might cause our loans to repay at a more rapid pace and certain mortgage-related investments to prepay more quickly than projected.

However, there are a number of factors that influence the effect of interest rate fluctuations on us that are difficult to measure and predict.

For example, a rapid drop in interest rates might cause our loans to be repaid at a more rapid pace and certain mortgage-related investments to prepay more quickly than projected.

This could mitigate some of the benefits of falling rates as are expected when we are in a negatively-gapped position.

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Liquidity is a measure of the ability to fund loan commitments and meet deposit maturities and withdrawals in a timely and cost-effective way.

Cash flow requirements can be met by generating net income, attracting new deposits, converting assets to cash or borrowing funds.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit outflows, loan prepayments, loan sales and borrowings are greatly influenced by general interest rates, economic conditions and the competitive environment in which we operate.

Our primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturities of loans, payments and maturities of investment securities and other investments and other cash flows provided from operations.

Uses of funds include deposits, debt service, lease commitments, unfunded commitments, and dividends.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit outflows, loan prepayments, and borrowings are greatly influenced by general interest rates, economic conditions, and the competitive environment in which we operate.

To minimize funding risks, we closely monitor our liquidity position through periodic reviews of maturity profiles, yield and rate behaviors, and loan and deposit forecasts.

Excess short-term liquidity is usually invested in overnight federal funds sold.

Our core deposits, which are deposits excluding time deposits greater than $250,000 and deposits of municipalities and other political entities, are our most stable source of liquidity to meet our cash flow needs due to the nature of the long-term relationships generally established with our customers.

Our core deposits, which are deposits excluding brokered demand deposits, brokered time deposits, and time deposits greater than $250,000 are our most stable source of liquidity to meet our cash flow needs due to the nature of the long-term relationships generally established with our customers.

Maintaining the ability to acquire these funds as needed in a variety of markets, and within ALCO compliance targets, is essential to ensuring our liquidity.

At September 30, 2025 and December 31, 2024 , 70% and 68%, respectively, of our total assets were funded by core deposits.

At March 31, 2026 and December 31, 2025 , 66% and 68%, respectively, of our total assets were funded by core deposits.

Our investment portfolio is another alternative for meeting our cash flow requirements.

Investment securities generate cash flow through interest payments, principal payments and maturities, and they generally have readily available markets that allow for their conversion to cash.

At September 30, 2025 , 89% of our investment securities portfolio was classified as AFS, and we had gross unrealized losses in our AFS investment securities portfolio of $48.5 million and gross unrealized gains of $1.0 million.

At March 31, 2026, 90% of our investment securities portfolio was classified as AFS, and we had gross unrealized losses in our AFS investment securities portfolio of $47.9 million and gross unrealized gains of $0.7 million.

The sale of securities in a loss position would cause us to record a loss on sale of investment securities in noninterest income in the period during which the securities were sold.

Some securities are pledged to secure certain deposit types or short-term borrowings, such as FHLB advances, which impacts their liquidity.

At September 30, 2025 , securities with a carrying value of $65.5 million were pledged to secure certain deposits, borrowings, and other liabilities, compared to $68.1 million i n pledged securities at December 31, 2024.

At March 31, 2026, securities with a carrying value of $134.8 million were pledged to secure certain deposits, borrowings, and other liabilities, compared to $75.6 million i n pledged securities at December 31, 2025.

Other sources available for meeting liquidity needs include advances from the FHLB, repurchase agreements and other borrowings.

FHLB advances may be used to meet day to day liquidity needs, particularly if the prevailing interest rate on an FHLB advance compares favorably to the rates that we would be required to pay to attract deposits.

At September 30, 2025 , the balanc e of our outstanding advances with the FHLB was $60.0 million, consisting of $60.0 million long-term advances based on original maturities , a decrease of $7.2 million, compared to $67.2 million, consisting of $7.2 million short-term and $60.0 million long-term advances based on original maturities, at December 31, 2024.

The total amount of remaining credit available to us from the FHLB at September 30, 2025 was $713.7 million .

At September 30, 2025 , our FHLB borrowings were collateralized by a blanket pledge of certain loans totaling approximately $944.2 million .

At March 31, 2026 , the balanc e of our outstanding advances with the FHLB was $136.0 million, consisting of $36.0 million short-term and $100.0 million long-term advances based on original maturities , an increase of $20.0 million, compared to $116.0 million, consisting of $36.0 million short-term and $80.0 million long-term advances based on original maturities, at December 31, 2025.

The total amount of remaining credit available to us from the FHLB at March 31, 2026 was $619.6 million .

At March 31, 2026 , our FHLB borrowings were collateralized by a blanket pledge of certain loans totaling approximately $927.6 million .

Repurchase agreements are contracts for the sale of securities which we own with a corresponding agreement to repurchase those securities at an agreed upon price and date.

Our policies limit the use of repurchase agreements to those collateralized by investment securities.

We had $15.1 milli on of repurchase agreements outstanding at September 30, 2025 and $8.4 million at December 31, 2024 .

We had $18.4 milli on of repurchase agreements outstanding at March 31, 2026 and $11.2 million at December 31, 2025.

We maintain unsecured lines of credit with First National Bankers Bank and The Independent Bankers Bank totaling $60.0 million.

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The lines of credit mature at various times within the next year.

There were no outstanding balances on our unsecured lines of credit at September 30, 2025 and December 31, 2024 .

At September 30, 2025 , we held $35.4 million of cash and cash equivalents and maintained approximate l y $713.7 million of available funding from FHLB advances and maintained $60.0 million in unsecured lines of credit with correspondent banks.

Cash and cash equivalents and available funding represent 98% of uninsured deposits of $825.3 million at September 30, 2025 .

In addition, at September 30, 2025 and December 31, 2024 , we had $17.0 million in aggregate principal amount of subordinated debt outstanding, consisting entirely of our 2032 Notes.

There were no outstanding balances on our unsecured lines of credit at March 31, 2026 and December 31, 2025.

At March 31, 2026 , we held $79.6 million of cash and cash equivalents and maintained approximate l y $619.6 million of available funding from FHLB advances and maintained $60.0 million in unsecured lines of credit with correspondent banks.

Cash and cash equivalents and available funding represent 65% of uninsured deposits of $1.16 billion at March 31, 2026 .

We maintain an effective shelf registration statement with the SEC, which can be utilized to meet liquidity needs.

The shelf registration statement allows us to raise capital of up to $150 million from time to time through the sale of debt securities, common stock, preferred stock, depositary shares, warrants, subscription rights and units, or a combination thereof, subject to market conditions.

In addition, at March 31, 2026 and December 31, 2025, we had $17.0 million in aggregate principal amount of subordinated debt outstanding, consisting entirely of our 2032 Notes.

For additional information on our 2032 Notes, see our Annual Report, Part II.

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Although we cannot directly control the types of deposit instruments our customers choose, we can influence those choices with the interest rates and deposit specials we offer.

In recent years, the proportion of our deposits represented by noninterest-bearing deposits has declined primarily due to rising market interest rates as customers have migrated to higher yielding alternatives , although such proportion increased as of the end of third quarter 2025 as rates declined in the latter part of 2024 and again in September 2025 .

At September 30, 2025 , we held $210.8 million of brokered time deposits and no brokered demand deposits as defined for federal regulatory purposes.

At December 31, 2024 , we held $245.5 million of brokered time deposits and $47.3 million of brokered demand deposits as defined for federal regulatory purposes.

W e utilize brokered time deposits to secure fixed cost funding and reduce short-term borrowings.

In recent periods, the proportion of our deposits represented by noninterest-bearing deposits has declined primarily due to rising market interest rates as customers have migrated to higher yielding alternatives.

At March 31, 2026, we held $101.2 million of brokered time deposits and no brokered demand deposits as defined for federal regulatory purposes.

At December 31, 2025, we held $204.1 million of brokered time deposits and de minimis brokered demand deposits as defined for federal regulatory purposes.

We utilize brokered time deposits to secure fixed cost funding and reduce short-term borrowings.

We utilize brokered demand deposits when pricing is more favorable than other short-term borrowings.

We hold QwickRate® deposits, included in our time deposit balances, which we obtain through a qualified network, to address liquidity needs when rates on such deposits compare favorably with deposit rates in our markets.

At September 30, 2025 , we held $7.5 million of QwickRate® deposits, a decrease of $5.4 million compared to $12.9 million at December 31, 2024 .

The following table presents, by type, our funding sources, which consist of total average deposits and borrowed funds, as a percentage of total funds and the total cost of each funding source for the three and nine months ended September 30, 2025 and 2024 .

Percentage of Total Average Deposits and Borrowed Funds

We held $11.3 million of QwickRate® deposits at March 31, 2026 and December 31, 2025.

Percentage of Total Average Deposits and Borrowed Funds

Cost of Funds

Three months ended September 30,

Nine months ended September 30,

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Noninterest-bearing demand deposits

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Our primary sources of capital include retained earnings, capital obtained through acquisitions and proceeds from the sale of our capital stock and subordinated debt.

We may issue additional capital stock and debt securities from time to time to fund acquisitions and support our organic growth.

We may issue capital stock and debt securities from time to time to fund acquisitions and support our organic growth.

As noted elsewhere in this report, on July 1, 2025 we completed a private placement of Series A Preferred Stock.

We intend to use the net proceeds from the offering to support the acquisition of WFB and for general corporate purposes, including organic growth and other potential acquisitions.

The Series A Preferred Stock is intended to qualify as additional Tier 1 capital.

During the nine months ended September 30, 2025 and 2024 , we paid $3.1 m illion and $2.9 million in dividends on our common stock, respectively .

We declared dividends on our common stock of $0.325 per share during the nine months ended September 30, 2025 compared to dividends of $0.305 per share during the nine months ended September 30, 2024 .

We declared dividends on our Series A Preferred Stock of $16.25 per share during the nine months ended September 30, 2025 compared to none during the nine months ended September 30, 2024 .

Our Board has authorized a share repurchase program, and at September 30, 2025 , we had 409,866 shar es of our common stock remaining authorized for repurchase under the program.

During the nine months ended September 30, 2025 , we paid $1.6 million to repurchas e 85,779 s hares of our common stock, compared to paying $0.3 million to repurchas e 18,621 s hares of our common stock during the nine months ended September 30, 2024 .

We used the net proceeds from the offering to support the acquisition of WFB and for general corporate purposes, including organic growth and other potential acquisitions.

During the three months ended March 31, 2026 and 2025, we paid $1.1 m illion and $1.0 million in dividends on our common stock, respectively.

We declared dividends on our common stock of $0.11 per share during the three months ended March 31, 2026 compared to dividends of $0.105 per share during the three months ended March 31, 2025.

During the three months ended March 31, 2026, we paid $0.5 m illion in dividends on our Series A Preferred Stock compared to none during the three months ended March 31, 2025.

We declared dividends on our Series A Preferred Stock of $16.25 per share during the three months ended March 31, 2026 compared to none during the three months ended March 31, 2025.

Our Board has authorized a share repurchase program, and at March 31, 2026, we had 327,976 shar es of our common stock remaining authorized for repurchase under the program.

During the three months ended March 31, 2026, we paid $1.5 million to repurchas e 53,420 s hares of our common stock, compared to paying $0.6 million to repurchas e 34,992 s hares of our common stock during the three months ended March 31, 2025 .

The aggregate purchase price does not include the effect of excise tax incurred on net share repurchases.

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Pursuant to regulatory capital rules, the Company has made an election not to include unrealized gains and losses in the investment securities portfolio for purposes of calculating “Tier 1” capital and “Tier 2” capital.

The Company and the Bank each were in compliance with all regulatory capital requirements at September 30, 2025 and December 31, 2024 .

The Company and the Bank each were in compliance with all regulatory capital requirements at March 31, 2026 and December 31, 2025 .

The Bank also was considered “well-capitalized” under the OCC’s prompt corrective action regulations as of these dates.

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Minimum Capital Requirement for Bank to be Well Capitalized Under Prompt Corrective Action Rules

September 30, 2025

March 31, 2026

Investar Holding Corporation:

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Total capital

Off-Balance Sheet Transactions and Lease Obligations

Swap Contracts.

The Bank historically has entered into interest rate swap contracts, some of which are forward starting, to manage exposure against the variability in the expected future cash flows (future interest payments) attributable to changes in the one-month SOFR associated with the forecasted issuances of one-month fixed rate debt arising from a rollover strategy.

An interest rate swap is an agreement whereby one party agrees to pay a fixed rate of interest on a notional principal amount in exchange for receiving a floating rate of interest on the same notional amount for a predetermined period of time, from a second party.

At September 30, 2025 and December 31, 2024 , we had no current or forward starting interest rate swap agreements, other than interest rate swaps related to customer loans, described below.

For additional information, see Note 7.

Derivative Financial Instruments.

The Company also enters into interest rate swap contracts that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement.

The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement.

The interest rate swaps with both the customers and third parties are not designated as hedges under ASC 815 , and are marked to market through earnings.

however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC 820 .

The Company did not recognize any gains or losses in other income resulting from fair value adjustments during the

three and nine months ended September 30, 2025

September 30, 2025

December 31, 2024

, we had notional amo unts of $183.1 million and $186.9 million, respectively, in interest rate swap contracts with customers and $183.1 million and $186.9 million, respectively, in offsetting interest rate swap contracts with other financial institutions.

September 30, 2025

December 31, 2024

, the fair value of the swap contracts consisted of gross assets of $12.2 million and $17.2 million, respectively, and gross liabilities of $12.2 million and $17.2 million, respectively, record ed in “Other assets” and “Accrued taxes and other liabilities,” respectively, in the accompanying consolidated balance sheets.

Off-Balance Sheet Transactions

Unfunded Commitments .

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Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer.

Loan commitments are also evaluated in a manner similar to the ACL on loans.

The reserve for unfunded loan commitments is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets and was $0.3 million and $42,000 at September 30, 2025 and December 31, 2024 , respectively.

The credit risk associated with these commitments is evaluated in a manner similar to the ACL.

The ACL on unfunded loan commitments is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets and was $0.3 million and $0.4 million at March 31, 2026 and December 31, 2025, respectively.

Loan commitments and standby letters of credit do not necessarily represent future cash requirements, in that while the customer typically has the ability to draw upon these commitments at any time, these commitments often expire without being drawn upon in full or at all.

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Our unfunded loan commitments and standby letters of credit outstanding are summarized below as of the dates indicated (dollars in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

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The Company intends to continue this process as new commitments are entered into or existing commitments are renewed.

Additionally, at September 30, 2025 , the Company had unfunded commitments of $1.6 million for its investment in SBIC qualified funds and other investment funds.

For the nine months ended September 30, 2025 and for the year ended December 31, 2024 , except as disclosed herein and in the Company’s Annual Report, we engaged in no off-balance sheet transactions that we believe are reasonably likely to have a material effect on our financial condition, results of operations, or cash flows.

Additionally, at March 31, 2026, the Company had unfunded commitments of $1.4 million for its investment in SBIC qualified funds and other investment funds.

For the three months ended March 31, 2026 and for the year ended December 31, 2025, except as disclosed herein and in the Company’s Annual Report, we engaged in no off-balance sheet transactions that we believe are reasonably likely to have a material effect on our financial condition, results of operations, or cash flows.

Lease Obligations

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The Company does not lease equipment under operating leases, nor does it have leases designated as finance leases.

The following table presents, as of September 30, 2025 , contractually obligated lease payments due under non-cancelable operating leases by payment date (dollars in thousands).

The following table presents, as of March 31, 2026, contractually obligated lease payments due under non-cancelable operating leases by payment date (dollars in thousands).

Less than one year

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Over five years

Critical Accounting Estimates

Although independent third parties are often engaged to assist us in the estimation process, management evaluates the results, challenges and assumptions used and considers other factors which could impact these estimates.

Actual results may differ from these estimates under different assumptions or conditions.

We believe that the judgments, estimates and assumptions that we use in the preparation of our consolidated financial statements are appropriate.

For more detailed information about our accounting policies, please refer to Note 1.

Summary of Significant Accounting Policies of our Annual Report.

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-Q

Item 1. Financial Statements