Investar Holding Corp 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities None. 59 Table of Contents Issuer Purchases of Equity Securities The table below provides information with respect to purchases made by the Company of shares of its common stock during each of the months during the three month period ended March 31, 2026 . Period (a) Total Number of Shares (or Units) Purchased (1) (b) Average Price Paid per Share (or Unit) (2) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Still Be Purchased Under the Plans or Programs (3) January 1, 2026 - January 31, 2026 1,960 $ 27.07 — 381,396 February 1, 2026 - February 28, 2026 41,433 29.19 41,120 340,276 March 1, 2026 - March 31, 2026 12,559 26.76 12,300 327,976 55,952 $ 28.57 53,420 327,976 (1) Includes 572 s h ares of common stock surrendered to cover the payroll taxes due upon the vesting of RSUs and 1,960 shares of common stock surrendered to satisfy the net exercise of stock options and related tax withholding obligations . (2) The average price paid per share does not include the effect of excise tax expense incurred on net stock repurchases. (3) The Company has had a share repurchase program, which has no expiration date, since 2015. On July 19, 2023 and September 21, 2022, the Board approved an additional 350,000 shares and 300,000 shares, respectively, of the Company’s common stock for repurchase under the share repurchase program. As of March 31, 2026, the Company had 327,976 shares remaining avail able under the program. Because we are a holding company with no material business activities, our ability to pay dividends is substantially dependent upon the ability of the Bank to transfer funds to us in the form of dividends, loans and advances. The Bank’s ability to pay dividends and make other distributions and payments to us depends upon the Bank’s earnings, financial condition, general economic conditions, compliance with regulatory requirements and other factors. In addition, the Bank’s ability to pay dividends to us is itself subject to various legal, regulatory and other restrictions under federal banking laws that are described in Part I. Item 1. “Business” of our Annual Report. In addition, as a Louisiana corporation, we are subject to certain restrictions on dividends under the Louisiana Business Corporation Act. Generally, a Louisiana corporation may pay dividends to its shareholders unless, after giving effect to the dividend, either (1) the corporation would not be able to pay its debts as they come due in the usual course of business or (2) the corporation’s total assets are less than the sum of its total liabilities and the amount that would be needed, if the corporation were to be dissolved at the time of the payment of the dividend, to satisfy the preferential rights of shareholders whose preferential rights are superior to those receiving the dividend. In addition, our existing and future debt agreements limit, or may limit, our ability to pay dividends. Under the terms of our 2032 Notes, we are prohibited from paying dividends upon and during the continuance of any Event of Default under such notes. Under the terms of our Series A Preferred Stock, subject to certain exceptions, we are prohibited from paying dividends on, or repurchasing or redeeming our 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. Finally, our ability to pay dividends may be limited on account of the junior subordinated debentures that we assumed through acquisitions. We must make payments on the junior subordinated debentures before any dividends can be paid on our common stock.