Form 8-K

8-K — Investar Holding Corp

Accession: 0001437749-26-023812

Filed: 2026-07-20

Period: 2026-07-17

CIK: 0001602658

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — istr20260518_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_964837.htm)

EX-99.2 — EXHIBIT 99.2 (ex_964838.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: istr20260518_8k.htm · Sequence: 1

istr20260518_8k.htm

false

0001602658

2026-07-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 17, 2026

Investar Holding Corporation

(Exact name of registrant as specified in its charter)

Louisiana

001-36522

27-1560715

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10500 Coursey Blvd.

Baton Rouge, Louisiana 70816

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (225) 227-2222

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1.00 par value per share

ISTR

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition

On July 20, 2026, Investar Holding Corporation (the “Company”), the holding company of Investar Bank, National Association (the “Bank”), issued a press release reporting second quarter 2026 results and posted on its website its second quarter 2026 earnings release and investor presentation. The materials contain forward-looking statements regarding the Company and include a cautionary note identifying important factors that could cause actual results to differ materially from those anticipated. Copies of the earnings release and investor presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in Item 2.02, including Exhibit 99.1 and Exhibit 99.2 of this Current Report, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 17, 2026, the Company, through its wholly-owned subsidiary, the Bank, entered into Employment Agreements (each, an “Employment Agreement”) and Salary Continuation Agreements (each, a “Salary Continuation Agreement”) with each of Linda M. Crochet and Jeffrey W. Martin (each, an “Executive” and together, the “Executives”). Ms. Crochet will continue to serve as Executive Vice President and Chief Operations Officer of the Bank. Mr. Martin will continue to serve as Executive Vice President and Chief Risk Officer of the Bank. The Board of Directors of the Company (the “Company Board”), acting upon the recommendation of the Compensation Committee of the Company Board, approved each of the agreements. The Employment Agreements and the Salary Continuation Agreements are effective July 17, 2026 (the “Effective Date”).

Employment Agreements

The initial term of each Employment Agreement expires on July 17, 2029 and will automatically renew for successive one-year periods unless written notice of non-renewal is given by either party to the other at least ninety (90) days prior to the expiration of the then-current term.

Under Ms. Crochet’s Employment Agreement, she is entitled to $280,000 in annual base salary. Ms. Crochet is also eligible to receive annual incentive compensation of up to 36% of her base salary earned for that calendar year, subject to the discretion and approval of the Company Board.

Under Mr. Martin’s Employment Agreement, he is entitled to $275,000 in annual base salary. Mr. Martin is also eligible to receive annual incentive compensation of up to 36% of his base salary earned for that calendar year, subject to the discretion and approval of the Company Board.

The Executives are each entitled to participate in the employee benefit plans, programs and policies maintained by the Company and Bank applicable generally to senior executives in accordance with the terms and conditions of such arrangements as in effect from time to time and as otherwise set forth in each Employment Agreement, and the Employment Agreements also provide for paid time off and reimbursement of reasonable travel and entertainment expenses.

Under the terms of the Employment Agreements, if the Company and the Bank terminate the Executive’s employment for disability (as defined in the Employment Agreements), the Executive will be entitled to any accrued but unpaid base salary and incentive compensation and other vested benefits and the continued payment of the Executive’s then-current base salary for one hundred eighty (180) days. In addition, if the Company and the Bank terminate the Executive’s employment other than for cause (as defined in the Employment Agreements), death, or disability, or the Executive terminates employment for good reason (as defined in the Employment Agreements), the Executive will be entitled to:

•

any accrued but unpaid base salary and incentive compensation and other vested benefits;

•

an amount equal to the sum of the Executive’s then-current base salary plus the average annual bonus paid to the Executive over the preceding three (3) calendar years, to be paid in equal monthly installments over twelve (12) months; and

•

continued medical insurance coverage for the Executive and the Executive’s dependents for eighteen (18) months following the date of termination, unless the Executive becomes eligible to receive group health benefits under a subsequent employer.

Under the terms of the Employment Agreements, if the Company and the Bank terminate the Executive’s employment other than for cause, death or disability, or the Executive terminates employment for good reason, in either case during the term of the Employment Agreement within six (6) months prior to or twelve (12) months following a change in control, the Executive will be entitled to the benefits outlined above and to an additional amount paid in a lump sum equal to 50% of the sum of the Executive’s then-current base salary plus the average annual bonus paid to the Executive over the preceding three (3) calendar years.

The Employment Agreements contain provisions governing the non-disclosure and non-use of the trade secrets and confidential information of the Company and the Bank and mutual covenants not to disparage the other party. In addition, the Employment Agreements include non-competition, non-solicitation of customers and non-piracy of employees covenants that remain in effect for twelve (12) months following the termination of the Executive’s employment (or eighteen (18) months following termination in connection with a change in control). Additionally, each Executive is subject to certain forfeiture, regulatory and recoupment restrictions and must execute a valid release of claims in order to receive any severance payment.

Salary Continuation Agreements

The Salary Continuation Agreements represent unfunded, non-qualified deferred compensation arrangement under the Internal Revenue Code of 1986, as amended. The Salary Continuation Agreements between the Bank and Ms. Crochet and Mr. Martin provide that the Executive shall receive annual payments of $100,000 upon attaining the age of sixty-eight (68) and sixty-five (65), respectively, with such payments payable monthly over a period of one hundred twenty (120) months, or ten (10) years. Subject to certain conditions, each Executive is also entitled to reduced payments following a termination of employment prior to attaining age sixty-eight (68) and sixty-five (65), respectively, which payments will be made on the same schedule as set forth above. The Salary Continuation Agreements provide for a lump sum payment of the greater of (i) the accrual balance required to be maintained by the Bank on the date on which the Executive’s separation occurs or (ii) $200,000, upon a qualifying separation of service within twenty-four (24) months of a qualifying change in control. The payment of the benefits to each Executive is subject to forfeiture if the Executive’s employment is terminated with cause, or if under the Federal Deposit Insurance Act, the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency or the Bank is in default.

Split Dollar Life Insurance Agreements

The Split Dollar Life Insurance Agreements (the “Split Dollar Agreements”) currently in place with Ms. Crochet and Mr. Martin will remain in place. The Split Dollar Agreements provide for the division of death proceeds under certain life insurance policies owned by the Bank on the lives of each Executive with the Executive’s designated beneficiaries. The Bank has the right to exercise all incidents of ownership of the life insurance policies and maintains at all times ownership of the cash value of the insurance policies. Under each Split Dollar Agreement, if the Executive dies prior to termination of the Executive’s employment with the Bank, the Executive’s designated beneficiary will be entitled to a benefit equal to the accrued liability at retirement from the Executive’s Salary Continuation Agreement limited to 100% of the Net Amount at Risk insurance portion of the proceeds. For purposes of the Split Dollar Agreements, “Net Amount at Risk” means the difference between the total death proceeds payable under the insurance policies less the aggregate cash value of the policies measured as of the date giving rise to the need for such calculation. The amount of the benefit payable under each Split Dollar Agreement may be reduced or eliminated if the Executive fails to cooperate with the Bank or the insurer with regards to the policies. In addition, no benefits will be paid if the Executive dies under circumstances that result in no coverage under the policies (such as suicide); provided, however, that the Bank will evaluate the reason for denial and, upon advice of legal counsel and in its sole discretion, consider judicially challenging such denial.

The foregoing descriptions of the Employment Agreements and the Salary Continuation Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Employment Agreements and the Salary Continuation Agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The foregoing description of the Split Dollar Agreements do not purport to be complete and are qualified in their entirety by reference to the Form of Split Dollar Agreement, a copy of which is filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description of Exhibit

99.1

Earnings release of Investar Holding Corporation dated July 20, 2026 announcing financial results for the quarter ended June 30, 2026

99.2

Investor presentation dated July 20, 2026

104

The cover page of Investar Holding Corporation’s Form 8-K is formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INVESTAR HOLDING CORPORATION

Date: July 20, 2026

By:

/s/ John J. D’Angelo

John J. D’Angelo

President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_964837.htm · Sequence: 2

ex_964837.htm

Exhibit 99.1

For Immediate Release

Investar Holding Corporation Announces 2026 Second Quarter Results

BATON ROUGE, LA / PR Newswire / July 20, 2026 / Investar Holding Corporation (“Investar”) (NASDAQ:ISTR), the holding company for Investar Bank, National Association (the “Bank”), today announced financial results for the quarter ended June 30, 2026. Investar reported net income available to common shareholders of $8.9 million, or $0.61 per diluted common share, for the second quarter of 2026, compared to net income available to common shareholders of $11.5 million, or $0.77 per diluted common share, for the quarter ended March 31, 2026, and net income available to common shareholders of $4.5 million, or $0.46 per diluted common share, for the quarter ended June 30, 2025.

On a non-GAAP basis, core earnings per diluted common share for the second quarter of 2026 were $0.75 compared to $0.87 for the first quarter of 2026, and $0.47 for the second quarter of 2025. Core earnings available to common shareholders excludes certain items including, but not limited to, gain on call or sale of investment securities, net; (gain) loss on sale of other real estate owned, net; gain on sale of loans; change in the fair value of equity securities; income from insurance proceeds; change in the net asset value of other investments; write down of other real estate owned; severance; and acquisition expense (refer to the Reconciliation of Non-GAAP Financial Measures tables for a reconciliation of GAAP to non-GAAP metrics).

Investar’s President and Chief Executive Officer John D’Angelo commented:

“I am excited about our second quarter results as we continued to execute on our strategy of consistent, quality earnings through the optimization of our balance sheet and benefit from our acquisition of Wichita Falls Bancshares, Inc. (“WFB”). Due to the dedication and hard work of our employees, we completed the operational conversion of WFB onto our core system in May.

Our net interest margin improved substantially to 3.67%, an eight basis point increase from previous quarter, and we posted strong results for our core metrics including diluted earnings per common share, return on average assets and efficiency ratio. Loan yields remained stable, and we secured lower cost funding that was accretive to our net interest margin. We allowed higher cost brokered time deposits to run off and replaced them with lower cost, non-maturing deposits.

We hired eight commercial bankers, primarily from larger banks, across our Texas and Louisiana footprint to continue the execution of our long-term growth strategy and remix the loan portfolio. Our strategy is to allow the consumer mortgage loans acquired from WFB to run off and replace them with production in our business lending portfolio primarily through the origination of higher yielding commercial and industrial loans. We are enthusiastic about our positioning for future growth both organically and through potential acquisitions.

As always, we remain focused on shareholder value and returning capital to shareholders. We repurchased 27,235 shares of our common stock during the second quarter at an average price of $27.68. We also increased our quarterly common stock dividends declared by 9% to $0.12 per common share during the quarter ended June 30, 2026 compared to $0.11 per common share during the quarter ended March 31, 2026.”

Second Quarter Highlights

•

Net interest margin improved eight basis points to 3.67% for the quarter ended June 30, 2026 compared to 3.59% for the quarter ended March 31, 2026. Exclusive of the interest income accretion from the acquisition of loans and interest recoveries, adjusted net interest margin improved 11 basis points to 3.39% for the quarter ended June 30, 2026 compared to 3.28% for the quarter ended March 31, 2026.

•

Diluted earnings per common share were $0.61 for the quarter ended June 30, 2026 compared to $0.77 for the quarter ended March 31, 2026. Core diluted earnings per common share were $0.75 for the quarter ended June 30, 2026 compared to $0.87 for the quarter ended March 31, 2026. The results for the quarter ended March 31, 2026 included a $2.1 million reversal of credit losses.

•

Return on average assets was 0.98% for the quarter ended June 30, 2026 compared to 1.25% for the quarter ended March 31, 2026. Core return on average assets was 1.21% for the quarter ended June 30, 2026 compared to 1.41% for the quarter ended March 31, 2026. The results for the quarter ended March 31, 2026 included a $2.1 million reversal of credit losses.

•

The overall cost of funds, which includes noninterest-bearing deposits, decreased nine basis points to 2.31% for the quarter ended June 30, 2026 compared to 2.40% for the quarter ended March 31, 2026. The overall cost of deposits, which includes noninterest-bearing deposits, decreased 11 basis points to 2.19% for the quarter ended June 30, 2026 compared to 2.30% for the quarter ended March 31, 2026.

•

Credit quality strengthened with nonperforming loans improving to 0.63% of total loans at June 30, 2026 compared to 0.66% at March 31, 2026.

•

Total loans decreased by $7.9 million, or 0.3%, to $3.06 billion at June 30, 2026 compared to $3.07 billion at March 31, 2026. Excluding loans acquired from WFB, total loans increased by $56.0 million, or 2.6%, to $2.21 billion at June 30, 2026 compared to $2.16 billion at March 31, 2026.

•

The business lending portfolio, which consists of loans secured by owner-occupied commercial real estate properties and commercial and industrial loans, increased by $43.8 million, or 3.8%, to $1.21 billion at June 30, 2026 compared to $1.17 billion at March 31, 2026.

•

Variable-rate loans as a percentage of total loans was 50% at June 30, 2026 compared to 49% at March 31, 2026. Included in variable-rate loans are adjustable-rate mortgage loans we acquired in connection with our acquisition of WFB which generally have fixed interest rates for an initial period depending on the loan term.

•

In accordance with our strategy to reduce wholesale funding, total deposits decreased by $18.9 million, or 0.6%, to $3.21 billion at June 30, 2026 compared to $3.23 billion at March 31, 2026. Excluding brokered time deposits, total deposits increased by $19.4 million, or 0.6%, to $3.15 billion at June 30, 2026 compared to $3.13 billion at March 31, 2026.

•

Book value per common share increased to $28.29 at June 30, 2026, or 1.1% (4.4% annualized), compared to $27.97 at March 31, 2026. Tangible book value per common share increased to $23.09 at June 30, 2026, or 1.6% (6.4% annualized), compared to $22.72 at March 31, 2026.

•

During the first half of 2026, Investar hired eight commercial bankers, four in our Texas markets and four in our Louisiana markets, to grow our community banking relationships including loans, deposits and treasury management services.

•

In May 2026, Investar successfully completed the operational conversion of WFB onto our core system.

•

Investar’s regulatory total capital ratio increased to 14.99%, or 2.5%, at June 30, 2026 compared to 14.62% at March 31, 2026.

•

Investar increased quarterly common stock dividends declared by 9% to $0.12 per common share during the quarter ended June 30, 2026 compared to $0.11 per common share during the quarter ended March 31, 2026.

•

Investar repurchased 27,235 shares of its common stock through its stock repurchase program at an average price of $27.68 per share during the quarter ended June 30, 2026, leaving 300,741 shares authorized for repurchase under the program at June 30, 2026.

Loans

Total loans were $3.06 billion at June 30, 2026, a decrease of $7.9 million, or 0.3%, compared to March 31, 2026, and an increase of $953.5 million, or 45.3%, compared to June 30, 2025. On January 1, 2026, Investar closed its acquisition of WFB, headquartered in Wichita Falls, Texas, and its wholly-owned subsidiary, First National Bank, which increased total loans by $961.9 million.

The following table sets forth the composition of the total loan portfolio as of the dates indicated (dollars in thousands).

Linked Quarter Change

Year/Year Change

Percentage of Total Loans

6/30/2026

3/31/2026

6/30/2025

6/30/2026

6/30/2025

Mortgage loans on real estate

Construction and development

261,799

318,868

141,654

(57,069

)

(17.9

120,145

84.8

8.6

6.7

1-4 Family

907,385

920,480

387,796

(13,095

)

(1.4

)

519,589

134.0

29.7

18.4

Multifamily

144,234

135,081

102,569

9,153

6.8

41,665

40.6

4.7

4.9

Farmland

9,850

7,803

4,519

2,047

26.2

5,331

118.0

0.3

0.2

Commercial real estate

Owner-occupied

508,245

505,882

462,182

2,363

0.5

46,063

10.0

16.6

22.0

Nonowner-occupied

512,483

504,784

466,009

7,699

1.5

46,474

10.0

16.7

22.1

Commercial and industrial

703,279

661,803

531,460

41,476

6.3

171,819

32.3

23.0

25.2

Consumer

12,612

13,115

10,166

(503

)

(3.8

)

2,446

24.1

0.4

0.5

Total loans

3,059,887

3,067,816

2,106,355

(7,929

)

(0.3

953,532

45.3

100

Construction and development loans totaled $261.8 million at June 30, 2026, a decrease of $57.1 million, or 17.9%, compared to $318.9 million at March 31, 2026, and an increase of $120.1 million, or 84.8%, compared to $141.7 million at June 30, 2025. The decrease in construction and development loans compared to March 31, 2026 was primarily due to planned run off of loans acquired from WFB, consisting of consumer mortgage and nonowner-occupied construction loans, and conversions to permanent loans upon completion of construction. The increase in construction and development loans compared to June 30, 2025 was primarily due to the acquisition of WFB, partially offset by planned run off of loans acquired from WFB, mostly consumer mortgage construction loans, and conversions to permanent loans upon completion of construction.

1-4 Family loans totaled $907.4 million at June 30, 2026, a decrease of $13.1 million, or 1.4%, compared to $920.5 million at March 31, 2026, and an increase of $519.6 million, or 134.0%, compared to $387.8 million at June 30, 2025. The decrease in 1-4 Family loans compared to March 31, 2026 was primarily due to loan amortization and payoffs that aligned with our strategy to allow consumer mortgage loans to run off and replace them with production in our business lending portfolio. The increase in 1-4 Family loans compared to June 30, 2025 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.

At June 30, 2026, the Bank’s total business lending portfolio, which consists of loans secured by owner-occupied commercial real estate properties and commercial and industrial loans, was $1.21 billion, an increase of $43.8 million, or 3.8%, compared to $1.17 billion at March 31, 2026, and an increase of $217.9 million, or 21.9%, compared to $993.6 million at June 30, 2025. The increase in the business lending portfolio compared to March 31, 2026 was primarily driven by increased commercial and industrial loan production. The increase in the business lending portfolio compared to June 30, 2025 was primarily driven by the acquisition of WFB and increased commercial and industrial loan production.

Nonowner-occupied loans totaled $512.5 million at June 30, 2026, an increase of $7.7 million, or 1.5%, compared to $504.8 million at March 31, 2026, and an increase of $46.5 million, or 10.0%, compared to $466.0 million at June 30, 2025. The increase in nonowner-occupied loans compared to March 31, 2026 was primarily due to organic growth and conversions of construction and development loans to nonowner-occupied loans upon completion of construction, partially offset by loan amortization. The increase in nonowner-occupied loans compared to June 30, 2025 was primarily due to the acquisition of WFB.

Credit Quality

Nonperforming loans were $19.4 million, or 0.63% of total loans, at June 30, 2026, a decrease of $1.0 million compared to $20.4 million, or 0.66% of total loans, at March 31, 2026, and an increase of $11.9 million compared to $7.5 million, or 0.36% of total loans, at June 30, 2025. The decrease in nonperforming loans compared to March 31, 2026 was primarily attributable to paydowns and the transfer of a $1.3 million owner-occupied commercial real estate loan to other real estate owned, partially offset by the downgrade of nine 1-4 Family loan relationships totaling $3.4 million.

The allowance for credit losses was $36.3 million, or 187.3% and 1.18% of nonperforming and total loans, respectively, at June 30, 2026, compared to $36.0 million, or 176.8% and 1.17% of nonperforming and total loans, respectively, at March 31, 2026, and $26.6 million, or 355.9% and 1.26% of nonperforming and total loans, respectively, at June 30, 2025. On January 1, 2026, Investar recorded an $11.7 million allowance for credit losses due to the acquisition of WFB.

Investar recorded a provision for credit losses of $0.3 million for the quarter ended June 30, 2026 compared to a reversal of credit losses of $2.1 million for the quarter ended March 31, 2026 and a provision for credit losses of $0.1 million for the quarter ended June 30, 2025. The provision for credit losses for the quarter ended June 30, 2026 was primarily due to adjustments to qualitative factors, partially offset by a decrease in total loans. The reversal of credit losses for the quarter 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 annual current expected credit loss allowance model recalibration. The provision for credit losses for the quarter ended June 30, 2025 was primarily due to changes in the economic forecast and loan mix.

Deposits

Total deposits at June 30, 2026 were $3.21 billion, a decrease of $18.9 million, or 0.6%, compared to $3.23 billion at March 31, 2026, and an increase of $875.7 million, or 37.5%, compared to $2.34 billion at June 30, 2025. The acquisition of WFB increased total deposits by $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 following table sets forth the composition of deposits as of the dates indicated (dollars in thousands).

Linked Quarter Change

Year/Year Change

Percentage of Total Deposits

6/30/2026

3/31/2026

6/30/2025

6/30/2026

6/30/2025

Noninterest-bearing demand deposits

621,870

640,129

448,459

(18,259

)

(2.9

173,411

38.7

19.3

19.2

Interest-bearing demand deposits

989,520

938,758

576,473

50,762

5.4

413,047

71.7

30.8

24.6

Money market deposits

362,317

374,842

220,961

(12,525

)

(3.3

)

141,356

64.0

11.3

9.5

Savings deposits

165,192

164,815

134,729

377

0.2

30,463

22.6

5.1

5.8

Brokered time deposits

62,900

101,217

256,100

(38,317

)

(37.9

)

(193,200

)

(75.4

)

2.0

10.9

Time deposits

1,012,087

1,013,052

701,463

(965

)

(0.1

)

310,624

44.3

31.5

30.0

Total deposits

3,213,886

3,232,813

2,338,185

(18,927

)

(0.6

875,701

37.5

100

The increase in interest-bearing demand deposits at June 30, 2026 compared to March 31, 2026 was primarily the result of organic growth. Brokered time deposits were $62.9 million at June 30, 2026 compared to $101.2 million at March 31, 2026 and $256.1 million at June 30, 2025. Investar utilizes brokered time deposits, entirely in denominations of less than $250,000, to secure fixed cost funding and reduce short-term borrowings. At June 30, 2026, the balance of brokered time deposits remained below 10% of total assets, and the remaining weighted-average duration was approximately four months with a weighted-average rate of 3.78%.

We experienced growth in each deposit category, excluding brokered time deposits, compared to June 30, 2025 primarily as a result of the acquisition of WFB.

Stockholders’ Equity

On July 1, 2025, Investar completed a private placement of 32,500 shares of its newly designated Series A Non-Cumulative Perpetual Convertible Preferred Stock (“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.

Stockholders’ equity was $420.1 million at June 30, 2026, an increase of $5.5 million compared to March 31, 2026, and an increase of $164.2 million compared to June 30, 2025. The increase in stockholders’ equity compared to March 31, 2026 was primarily attributable to net income for the quarter, partially offset by an increase in accumulated other comprehensive loss due to a decrease in the fair value of the Bank’s available for sale securities portfolio. The increase in stockholders’ equity compared to June 30, 2025 was primarily attributable to the acquisition of WFB, the issuance of the Series A Preferred Stock, net income for the last twelve months and a decrease in accumulated other comprehensive loss due to an increase in the fair value of the Bank’s available for sale securities portfolio.

Net Interest Income

Net interest income for the second quarter of 2026 totaled $33.4 million, an increase of $0.8 million, or 2.4%, compared to the first quarter of 2026, and an increase of $13.8 million, or 70.3%, compared to the second quarter of 2025. Total interest income was $53.2 million, $53.2 million and $35.4 million for the quarters ended June 30, 2026, March 31, 2026 and June 30, 2025, respectively. Total interest expense was $19.8 million, $20.5 million and $15.7 million for the corresponding periods. Included in net interest income for the quarters ended June 30, 2026, March 31, 2026 and June 30, 2025 was $2.5 million, $2.8 million and $6,000, respectively, of interest income accretion from the acquisition of loans. Also included in net interest income for the quarters ended June 30, 2026, March 31, 2026 and June 30, 2025 were interest recoveries of $21,000, $7,000 and $19,000, respectively.

Investar’s net interest margin was 3.67% for the quarter ended June 30, 2026, compared to 3.59% for the quarter ended March 31, 2026 and 3.03% for the quarter ended June 30, 2025. The increase in net interest margin for the quarter ended June 30, 2026 compared to the quarter ended March 31, 2026 was driven by a nine basis point decrease in the overall cost of funds, partially offset by a three basis point decrease in the yield on interest-earning assets. The increase in net interest margin for the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025 was driven by a 38 basis point increase in the yield on interest-earning assets and a 25 basis point decrease in the overall cost of funds.

The yield on interest-earning assets was 5.83% for the quarter ended June 30, 2026, compared to 5.86% for the quarter ended March 31, 2026 and 5.45% for the quarter ended June 30, 2025. The decrease in the yield on interest-earning assets compared to the quarter ended March 31, 2026 was primarily attributable to a 26 basis point decrease in the yield on the interest-bearing balances with banks, partially offset by an eight basis point increase in the investment securities portfolio. The increase in the yield on interest-earning assets compared to the quarter ended June 30, 2025 was primarily attributable to a 34 basis point increase in the yield on the loan portfolio.

Exclusive of the interest income accretion from the acquisition of loans and interest recoveries, adjusted net interest margin was 3.39% for the quarter ended June 30, 2026, compared to 3.28% for the quarter ended March 31, 2026 and 3.02% for the quarter ended June 30, 2025. The adjusted yield on interest-earning assets was 5.55% for the quarter ended June 30, 2026 compared to 5.54% and 5.44% for the quarters ended March 31, 2026 and June 30, 2025, respectively. Refer to the Reconciliation of Non-GAAP Financial Measures tables for a reconciliation of GAAP to non-GAAP metrics.

During the second quarter of 2026, we changed the methodology used to calculate the overall cost of deposits and the overall cost of funds to include the impact of noninterest-bearing deposits. We have adjusted the corresponding prior period calculations to conform to the current period presentation.

The overall cost of deposits, which includes noninterest-bearing deposits, decreased 11 basis points to 2.19% for the quarter ended June 30, 2026 compared to 2.30% for the quarter ended March 31, 2026 and decreased 28 basis points compared to 2.47% for the quarter ended June 30, 2025. The decrease in the overall cost of deposits compared to the quarter ended March 31, 2026 resulted primarily from both a lower average balance of, and a decrease in rates paid on, brokered time deposits and time deposits and a decrease in rates paid on interest-bearing demand deposits partially offset by a higher average balance of interest-bearing demand deposits. The decrease in the overall cost of deposits compared to the quarter ended June 30, 2025 resulted primarily from both 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 both a higher average balance of, and an increase in rates paid on, interest-bearing demand deposits, and a higher average balance of time deposits.

The cost of short-term borrowings decreased 20 basis points to 2.81% for the quarter ended June 30, 2026 compared to 3.01% for the quarter ended March 31, 2026 and decreased 32 basis points compared to 3.13% for the quarter ended June 30, 2025. The decrease in the cost of short-term borrowings for the quarter ended June 30, 2026 compared to the quarters ended March 31, 2026 and June 30, 2025 resulted primarily from a lower current rate on short-term Federal Home Loan Bank (“FHLB”) advances and increased utilization of repurchase agreements. Average long-term debt increased $29.1 million and $68.1 million compared to the quarters ended March 31, 2026 and June 30, 2025, respectively, to $153.6 million at June 30, 2026. The increase compared to the quarter ended March 31, 2026 resulted primarily from increased utilization of long-term FHLB advances. The increase compared to the quarter ended June 30, 2025 was primarily due to the long-term debt acquired from WFB and increased utilization of long-term FHLB advances.

The overall cost of funds, which includes the noninterest-bearing deposits, for the quarter ended June 30, 2026 decreased nine basis points to 2.31% compared to 2.40% for the quarter ended March 31, 2026 and decreased 25 basis points compared to 2.56% for the quarter ended June 30, 2025. The decrease in the cost of funds for the quarter ended June 30, 2026 compared to the quarters ended March 31, 2026 and June 30, 2025 resulted primarily from a decrease in the overall cost of deposits and a decrease in the cost of short-term borrowings.

Noninterest Income

Noninterest income for the second quarter of 2026 totaled $3.1 million, an increase of $0.1 million, or 4.0%, compared to the first quarter of 2026 and an increase of $0.5 million, or 18.0%, compared to the second quarter of 2025.

The increase in noninterest income compared to the quarter ended March 31, 2026 was primarily driven by a $0.1 million decrease in loss on sale of other real estate owned.

The increase in noninterest income compared to the quarter ended June 30, 2025 was primarily attributable to a $0.2 million increase in income from bank owned life insurance, a $0.1 million increase in interchange fees, a $0.1 million increase in service charges on deposit accounts, and a $0.1 million increase in change in fair value of equity securities, partially offset by a $0.1 million decrease in other operating income. The decrease in other operating income was primarily attributable to $0.3 million of income from insurance proceeds received for damages to a property recorded in other real estate owned in the second quarter of 2025, partially offset by a $0.1 million increase in distributions from other investments and a $0.1 million increase in wealth management income.

Noninterest Expense

Noninterest expense for the second quarter of 2026 totaled $24.7 million, an increase of $1.8 million, or 8.0%, compared to the first quarter of 2026, and an increase of $8.0 million, or 47.7%, compared to the second quarter of 2025.

The increase in noninterest expense for the quarter ended June 30, 2026 compared to the quarter ended March 31, 2026 was primarily driven by a $0.9 million increase in acquisition expense, a $0.5 million increase in salaries and employee benefits and a $0.4 million increase in other operating expense. The increase in acquisition expense was primarily due to the operational conversion of WFB completed in May 2026. The increase in salaries and employee benefits was primarily due to increases in salaries as part of our investment in our people and hiring commercial bankers and health insurance claims. The increase in other operating expense was primarily attributable to a $0.2 million increase in branch services, a $0.1 million increase in other real estate expense and a $0.1 million increase in collection and repossession expense.

The increase in noninterest expense for the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025 was primarily driven by a $3.2 million increase in salaries and employee benefits, a $2.4 million increase in acquisition expense, a $0.6 million increase in depreciation and amortization, a $0.5 million increase in professional fees, a $0.3 million increase in occupancy, a $0.3 million increase in data processing and a $0.7 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 $0.4 million increase in branch services, a $0.2 million increase in FDIC assessments, a $0.2 million increase in software expense and a $0.1 million increase in telecommunications expense, partially offset by a $0.2 million decrease in other real estate expense and a $0.1 million decrease in bank shares taxes.

Taxes

Investar recorded income tax expense of $2.1 million for the quarter ended June 30, 2026, which equates to an effective tax rate of 18.4%, compared to effective tax rates of 19.4% and 17.2% for the quarters ended March 31, 2026 and June 30, 2025, respectively.

Basic and Diluted Earnings Per Common Share

Investar reported basic and diluted earnings per common share of $0.64 and $0.61, respectively, for the quarter ended June 30, 2026, compared to basic and diluted earnings per common share of $0.84 and $0.77, respectively, for the quarter ended March 31, 2026, and basic and diluted earnings per common share of $0.46 for the quarter ended June 30, 2025.

About Investar Holding Corporation

Investar, headquartered in Baton Rouge, Louisiana, provides full banking services, excluding trust services, through its wholly-owned banking subsidiary, Investar Bank, National Association. The Bank currently operates 36 branch locations serving Louisiana, Texas, and Alabama. At June 30, 2026, the Bank had 421 full-time equivalent employees and total assets of $3.9 billion.

Non-GAAP Financial Measures

This press release contains financial information determined by methods other than in accordance with generally accepted accounting principles in the United States of America, or GAAP. These measures and ratios include “tangible common equity,” “tangible assets,” “tangible common equity to tangible assets,” “tangible book value per common share,” “core noninterest income,” “core earnings before noninterest expense,” “core noninterest expense,” “core earnings before income tax expense,” “core income tax expense,” “core earnings,” “core earnings available to common shareholders,” “core efficiency ratio,” “core return on average assets,” “core return on average common equity,” “core basic earnings per common share” and “core diluted earnings per common share.” We also present certain average loan, yield, net interest income and net interest margin data adjusted to show the effects of excluding interest recoveries and interest income accretion from the acquisition of loans. Management believes these non-GAAP financial measures provide information useful to investors in understanding Investar’s financial results, and Investar believes that its presentation, together with the accompanying reconciliations, provides a more complete understanding of factors and trends affecting Investar’s business and allows investors to view performance in a manner similar to management, the entire financial services sector, bank stock analysts and bank regulators. These non-GAAP measures should not be considered a substitute for GAAP basis measures and results, and Investar strongly encourages investors to review its consolidated financial statements in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. A reconciliation of the non-GAAP financial measures disclosed in this press release to the comparable GAAP financial measures is included at the end of the financial statement tables.

Forward-Looking and Cautionary Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect Investar’s current views with respect to, among other things, future events and financial performance, including the potential impacts of its strategies and the WFB transaction. Investar generally identifies forward-looking statements by terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words.

Any forward-looking statements contained in this press release are based on the historical performance of Investar and its subsidiaries or on Investar’s current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by Investar that the future plans, estimates or expectations by Investar will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to Investar’s operations, financial results, financial condition, business prospects, growth strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if Investar’s underlying assumptions prove to be incorrect, Investar’s actual results may vary materially from those indicated in these statements. Investar does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. These factors include, but are not limited to, the following, any one or more of which could materially affect the outcome of future events:

•

the significant risks and uncertainties for our business, results of operations and financial condition, as well as our regulatory capital and liquidity ratios and other regulatory requirements caused by business and economic conditions generally and in the financial services industry in particular, whether nationally, regionally or in the markets in which we operate, including heightened uncertainties resulting from recent changing trade and tariff policies that could have an adverse impact on inflation and economic growth at least in the near term;

•

changes in inflation, interest rates, yield curves and interest rate spread relationships that affect our loan and deposit pricing;

•

our ability to successfully execute our strategy focused on consistent, quality earnings through the optimization of our balance sheet, and our ability to successfully execute a long-term growth strategy;

•

our ability to achieve organic loan and deposit growth, and the composition of that growth;

•

our ability to identify and enter into agreements to combine with attractive acquisition candidates, finance acquisitions, complete acquisitions after definitive agreements are entered into, and successfully integrate and grow acquired operations;

•

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;

•

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

•

changes in the quality or composition of our loan portfolio, including adverse developments in borrower industries or in the repayment ability of individual borrowers;

•

changes in the quality and composition of, and changes in unrealized losses in, our investment portfolio, including whether we may have to sell securities before their recovery of amortized cost basis and realize losses;

•

the extent of continuing client demand for the high level of personalized service that is a key element of our banking approach as well as our ability to execute our strategy generally;

•

our dependence on our management team, and our ability to attract and retain qualified personnel;

•

the concentration of our business within our geographic areas of operation in Louisiana, Texas and Alabama;

•

risks to holders of our common stock relating to our Series A Preferred Stock, including, but not limited to, dividend preferences to holders of the preferred stock, other conditions with respect to the payment of dividends on our common stock, potential dilution upon conversion of the preferred stock, and liquidation preferences to holders of the preferred stock;

•

increasing costs of complying with new and potential future regulations;

•

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;

•

concentration of credit exposure;

•

any deterioration in asset quality and higher loan charge-offs, and the time and effort necessary to resolve problem assets;

•

fluctuations in the price of oil and natural gas;

•

data processing system failures and errors;

•

risks associated with our digital transformation process, including increased risks of cyberattacks and other security breaches and challenges associated with addressing the increased prevalence of artificial intelligence;

•

risks of losses resulting from increased fraud attacks against us and others in the financial services industry;

•

potential impairment of our goodwill and other intangible assets;

•

the impact of litigation and other legal proceedings to which we become subject;

•

competitive pressures in the commercial finance, retail banking, mortgage lending and consumer finance industries, as well as the financial resources of, and products offered by, competitors;

•

the impact of changes in laws and regulations applicable to us, including banking, securities and tax laws and regulations and accounting standards, as well as changes in the interpretation of such laws and regulations by our regulators;

•

changes in the scope and costs of FDIC insurance and other coverages;

•

governmental monetary and fiscal policies; and

•

hurricanes, tropical storms, tropical depressions, floods, winter storms, droughts and other adverse weather events, all of which have affected Investar’s market areas from time to time; other natural disasters; oil spills and other man-made disasters; acts of terrorism; other international or domestic calamities; acts of God; and other matters beyond our control.

These factors should not be construed as exhaustive. Additional information on these and other risk factors can be found in Part I Item 1A. “Risk Factors” and in the “Cautionary Note Regarding Forward-Looking Statements” in Investar’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission.

For further information contact:

Investar Holding Corporation

Corey Moore

Executive Vice President and Deputy Chief Financial Officer

(225) 227-2348

Corey.Moore@investarbank.com

INVESTAR HOLDING CORPORATION

SUMMARY FINANCIAL INFORMATION

(Amounts in thousands, except share data)

(Unaudited)

As of and for the three months ended

6/30/2026

3/31/2026

6/30/2025

Linked Quarter

Year/Year

EARNINGS DATA

Total interest income

53,199

53,204

35,359

(0.0

50.5

Total interest expense

19,750

20,544

15,715

(3.9

)

25.7

Net interest income

33,449

32,660

19,644

2.4

70.3

Provision for (reversal of) credit losses

275

(2,108

)

141

Total noninterest income

3,098

2,980

2,626

4.0

18.0

Total noninterest expense

24,664

22,839

16,700

8.0

47.7

Income before income tax expense

11,608

14,909

5,429

(22.1

)

113.8

Income tax expense

2,136

2,885

935

(26.0

)

128.4

Net income

9,472

12,024

4,494

(21.2

)

110.8

Preferred stock dividends declared

528

—

Net income available to common shareholders

8,944

11,496

4,494

(22.2

)

99.0

AVERAGE BALANCE SHEET DATA

Total assets

3,879,711

3,910,392

2,740,388

(0.8

41.6

Total interest-earning assets

3,656,956

3,684,527

2,604,295

(0.7

)

40.4

Total loans

3,049,671

3,095,915

2,104,266

(1.5

)

44.9

Total interest-bearing deposits

2,578,750

2,662,652

1,896,474

(3.2

)

36.0

Total interest-bearing liabilities

2,804,480

2,836,647

2,014,546

(1.1

)

39.2

Total deposits

3,206,333

3,296,288

2,345,309

(2.7

)

36.7

Total common stockholders’ equity

390,181

384,774

254,906

1.4

53.1

PER COMMON SHARE DATA

Earnings:

Basic earnings per common share

0.64

0.84

0.46

(23.8

39.1

Diluted earnings per common share

0.61

0.77

0.46

(20.8

)

32.6

Core earnings:(1)

Core basic earnings per common share(1)

0.81

0.95

0.48

(14.7

)

68.8

Core diluted earnings per common share(1)

0.75

0.87

0.47

(13.8

)

59.6

Book value per common share

28.29

27.97

26.01

1.1

8.8

Tangible book value per common share(1)

23.09

22.72

21.80

1.6

5.9

Common shares outstanding

13,777,385

13,741,225

9,839,848

0.3

40.0

Weighted average common shares outstanding - basic

13,788,871

13,762,593

9,844,351

0.2

40.1

Weighted average common shares outstanding - diluted

15,540,312

15,553,534

9,958,394

(0.1

)

56.1

PERFORMANCE RATIOS

Return on average assets

0.98

1.25

0.66

(21.6

48.5

Core return on average assets(1)

1.21

1.41

0.69

(14.2

)

75.4

Return on average common equity

9.19

12.12

7.07

(24.2

)

30.0

Core return on average common equity(1)

11.44

13.78

7.40

(17.0

)

54.6

Net interest margin

3.67

3.59

3.03

2.2

21.1

Net interest income to average assets

3.46

3.39

2.88

2.1

20.1

Noninterest expense to average assets

2.55

2.37

2.44

7.6

4.5

Efficiency ratio(2)

67.49

64.08

74.99

5.3

(10.0

)

Core efficiency ratio(1)

60.07

58.46

73.55

2.7

(18.3

)

Dividend payout ratio

18.75

13.10

23.91

43.1

(21.6

)

Net charge-offs (recoveries) to average loans

—

0.01

—

(100.0

)

—

(1) Non-GAAP financial measure. See reconciliation.

(2) Efficiency ratio represents noninterest expense divided by the sum of net interest income (before provision for credit losses) and noninterest income.

INVESTAR HOLDING CORPORATION

SUMMARY FINANCIAL INFORMATION

(Unaudited)

As of and for the three months ended

6/30/2026

3/31/2026

6/30/2025

Linked Quarter

Year/Year

ASSET QUALITY RATIOS

Nonperforming assets to total assets

0.62

0.61

0.48

1.6

29.2

Nonperforming loans to total loans

0.63

0.66

0.36

(4.5

)

75.0

Allowance for credit losses to total loans

1.18

1.17

1.26

0.9

(6.3

)

Allowance for credit losses to nonperforming loans

187.33

176.79

355.94

6.0

(47.4

)

CAPITAL RATIOS

Investar Holding Corporation:

Total common equity to total assets

10.09

9.92

9.31

1.7

8.4

Tangible common equity to tangible assets(1)

8.39

8.21

7.93

2.3

5.9

Tier 1 leverage capital

10.56

10.31

9.64

2.4

9.5

Common equity tier 1 capital(2)

11.68

11.35

11.28

2.9

3.5

Tier 1 capital(2)

13.27

12.93

11.70

2.6

13.4

Total capital(2)

14.99

14.62

13.59

2.5

10.3

Investar Bank:

Tier 1 leverage capital

10.75

10.47

10.08

2.7

6.6

Common equity tier 1 capital(2)

13.51

13.11

12.24

3.1

10.4

Tier 1 capital(2)

13.51

13.11

12.24

3.1

10.4

Total capital(2)

14.69

14.26

13.40

3.0

9.6

(1) Non-GAAP financial measure. See reconciliation.

(2) Estimated for June 30, 2026.

INVESTAR HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

(Unaudited)

June 30, 2026

March 31, 2026

June 30, 2025

ASSETS

Cash and due from banks

31,758

38,985

28,311

Interest-bearing balances due from other banks

40,545

40,626

26,913

Cash and cash equivalents

72,303

79,611

55,224

Available for sale securities at fair value (amortized cost of $459,375, $459,710 and $408,599, respectively)

411,326

412,557

355,708

Held to maturity securities at amortized cost (fair value of $49,450, $50,789 and $43,690, respectively)

47,217

48,044

41,528

Loans

3,059,887

3,067,816

2,106,355

Less: allowance for credit losses

(36,251

)

(35,985

)

(26,620

)

Loans, net

3,023,636

3,031,831

2,079,735

Equity securities at fair value

4,111

3,484

2,570

Nonmarketable equity securities

23,759

21,373

15,082

Bank premises and equipment, net of accumulated depreciation of $25,268, $24,551 and $22,776, respectively

59,907

60,238

39,894

Other real estate owned, net

4,747

3,390

5,629

Accrued interest receivable

18,887

19,757

14,028

Deferred tax asset

15,183

15,850

15,328

Goodwill and other intangible assets, net

71,704

72,138

41,427

Bank owned life insurance

84,299

83,603

60,627

Other assets

24,594

23,239

21,285

Total assets

3,861,673

3,875,115

2,748,065

LIABILITIES

Deposits

Noninterest-bearing

621,870

640,129

448,459

Interest-bearing

2,592,016

2,592,684

1,889,726

Total deposits

3,213,886

3,232,813

2,338,185

Advances from Federal Home Loan Bank

136,000

136,032

70,000

Repurchase agreements

18,575

18,363

11,023

Subordinated debt, net of unamortized issuance costs

16,759

16,749

16,717

Junior subordinated debt

22,994

23,019

8,782

Accrued taxes and other liabilities

33,327

33,505

47,429

Total liabilities

3,441,541

3,460,481

2,492,136

STOCKHOLDERS’ EQUITY

Preferred stock, no par value per share; 5,000,000 shares authorized; 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock; 32,500 shares ($1,000 liquidation preference) issued and outstanding at June 30, 2026 and March 31, 2026 and none issued and outstanding at June 30, 2025

30,353

—

Common stock, $1.00 par value per share; 40,000,000 shares authorized; 13,777,385, 13,741,225 and 9,839,848 shares issued and outstanding, respectively

13,777

13,741

9,840

Surplus

246,033

247,156

146,107

Retained earnings

167,784

160,494

141,608

Accumulated other comprehensive loss

(37,815

)

(37,110

)

(41,626

)

Total stockholders’ equity

420,132

414,634

255,929

Total liabilities and stockholders’ equity

3,861,673

3,875,115

2,748,065

INVESTAR HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except share data)

(Unaudited)

For the three months ended

June 30, 2026

March 31, 2026

June 30, 2025

INTEREST INCOME

Interest and fees on loans

47,715

47,954

31,140

Interest on investment securities

Taxable

3,790

3,372

2,961

Tax-exempt

743

741

665

Other interest income

951

1,137

593

Total interest income

53,199

53,204

35,359

INTEREST EXPENSE

Interest on deposits

17,496

18,710

14,456

Interest on borrowings

2,254

1,834

1,259

Total interest expense

19,750

20,544

15,715

Net interest income

33,449

32,660

19,644

Provision for (reversal of) credit losses

275

(2,108

)

141

Net interest income after provision for (reversal of) credit losses

33,174

34,768

19,503

NONINTEREST INCOME

Service charges on deposit accounts

933

956

788

Gain on call or sale of investment securities, net

—

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

(84

)

Gain on sale of loans

—

Interchange fees

524

559

401

Income from bank owned life insurance

696

664

476

Change in the fair value of equity securities

177

130

Other operating income

752

729

879

Total noninterest income

3,098

2,980

2,626

NONINTEREST EXPENSE

Depreciation and amortization

1,333

1,344

710

Salaries and employee benefits

13,430

12,947

10,257

Occupancy

955

988

675

Data processing

1,223

1,214

914

Marketing

130

112

Professional fees

924

799

468

Acquisition expenses

2,582

1,728

182

Other operating expenses

4,087

3,720

3,382

Total noninterest expense

24,664

22,839

16,700

Income before income tax expense

11,608

14,909

5,429

Income tax expense

2,136

2,885

935

Net income

9,472

12,024

4,494

Preferred stock dividends declared

528

—

Net income available to common shareholders

8,944

11,496

4,494

EARNINGS PER COMMON SHARE

Basic earnings per common share

0.64

0.84

0.46

Diluted earnings per common share

0.61

0.77

0.46

Cash dividends declared per common share

0.12

0.11

INVESTAR HOLDING CORPORATION

CONSOLIDATED AVERAGE BALANCE SHEET, INTEREST EARNED AND YIELD ANALYSIS

(Amounts in thousands)

(Unaudited)

For the three months ended

June 30, 2026

March 31, 2026

June 30, 2025

Interest

Average

Income/

Average

Income/

Average

Income/

Balance

Expense

Yield/ Rate

Balance

Expense

Yield/ Rate

Balance

Expense

Yield/ Rate

Assets

Interest-earning assets:

Loans

3,049,671

47,715

6.28

3,095,915

47,954

6.28

2,104,266

31,140

5.94

Securities:

Taxable

460,171

3,790

3.30

428,523

3,372

3.19

402,438

2,961

2.95

Tax-exempt

56,218

743

5.30

56,639

741

5.31

49,682

665

5.37

Interest-bearing balances with banks

90,896

951

4.20

103,450

1,137

4.46

47,909

593

4.97

Total interest-earning assets

3,656,956

53,199

5.83

3,684,527

53,204

5.86

2,604,295

35,359

5.45

Cash and due from banks

31,886

32,966

26,185

Intangible assets

71,812

77,480

41,496

Other assets

154,580

153,315

95,142

Allowance for credit losses

(35,523

)

(37,896

)

(26,730

)

Total assets

3,879,711

3,910,392

2,740,388

Liabilities and stockholders’ equity

Interest-bearing liabilities:

Deposits:

Interest-bearing demand deposits

1,320,779

7,707

2.34

1,289,503

7,671

2.41

794,603

4,396

2.22

Brokered demand deposits

3.82

—

980

4.50

Savings deposits

165,410

376

0.91

165,576

361

0.88

135,662

350

1.04

Brokered time deposits

73,462

706

3.86

152,288

1,507

4.01

255,374

2,999

4.71

Time deposits

1,019,011

8,706

3.43

1,055,285

9,171

3.52

709,855

6,700

3.79

Total interest-bearing deposits

2,578,750

17,496

2.72

2,662,652

18,710

2.85

1,896,474

14,456

3.06

Short-term borrowings

72,103

504

2.81

49,501

367

3.01

32,585

254

3.13

Long-term debt

153,627

1,750

4.57

124,494

1,467

4.78

85,487

1,005

4.71

Total interest-bearing liabilities

2,804,480

19,750

2.82

2,836,647

20,544

2.94

2,014,546

15,715

3.13

Noninterest-bearing deposits

627,583

633,636

448,835

Other liabilities

27,114

24,982

22,101

Stockholders’ equity

420,534

415,127

254,906

Total liability and stockholders’ equity

3,879,711

3,910,392

2,740,388

Net interest income/net interest margin

33,449

3.67

32,660

3.59

19,644

3.03

Overall cost of deposits(1)

2.19

2.30

2.47

Overall cost of funds(2)

2.31

2.40

2.56

(1)

Calculated as total interest on deposits divided by the sum of average interest-bearing deposits and average noninterest-bearing deposits and annualized based on the number of days in the quarter.

(2)

Calculated as total interest expense divided by the sum of average interest-bearing liabilities and average noninterest-bearing deposits and annualized based on the number of days in the quarter.

INVESTAR HOLDING CORPORATION

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

INTEREST EARNED AND YIELD ANALYSIS ADJUSTED FOR INTEREST RECOVERIES AND ACCRETION

(Amounts in thousands)

(Unaudited)

For the three months ended

June 30, 2026

March 31, 2026

June 30, 2025

Interest

Average

Income/

Average

Income/

Average

Income/

Balance

Expense

Yield/ Rate

Balance

Expense

Yield/ Rate

Balance

Expense

Yield/ Rate

Interest-earning assets:

Loans

3,049,671

47,715

6.28

3,095,915

47,954

6.28

2,104,266

31,140

5.94

Adjustments:

Interest recoveries

Accretion

2,543

2,848

Adjusted loans

3,049,671

45,151

5.94

3,095,915

45,099

5.91

2,104,266

31,115

5.93

Securities:

Taxable

460,171

3,790

3.30

428,523

3,372

3.19

402,438

2,961

2.95

Tax-exempt

56,218

743

5.30

56,639

741

5.31

49,682

665

5.37

Interest-bearing balances with banks

90,896

951

4.20

103,450

1,137

4.46

47,909

593

4.97

Adjusted interest-earning assets

3,656,956

50,635

5.55

3,684,527

50,349

5.54

2,604,295

35,334

5.44

Total interest-bearing liabilities

2,804,480

19,750

2.82

2,836,647

20,544

2.94

2,014,546

15,715

3.13

Adjusted net interest income/adjusted net interest margin

30,885

3.39

29,805

3.28

19,619

3.02

INVESTAR HOLDING CORPORATION

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except share data)

(Unaudited)

June 30, 2026

March 31, 2026

June 30, 2025

Tangible common equity

Total stockholders’ equity

420,132

414,634

255,929

Less: preferred stock

30,353

—

Total common equity

389,779

384,281

255,929

Adjustments:

Goodwill

58,267

58,090

40,088

Core deposit intangible

13,337

13,948

1,239

Trademark intangible

100

Tangible common equity

318,075

312,143

214,502

Tangible assets

Total assets

3,861,673

3,875,115

2,748,065

Adjustments:

Goodwill

58,267

58,090

40,088

Core deposit intangible

13,337

13,948

1,239

Trademark intangible

100

Tangible assets

3,789,969

3,802,977

2,706,638

Common shares outstanding

13,777,385

13,741,225

9,839,848

Tangible common equity to tangible assets

8.39

8.21

7.93

Book value per common share

28.29

27.97

26.01

Tangible book value per common share

23.09

22.72

21.80

INVESTAR HOLDING CORPORATION

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except share data)

(Unaudited)

For the three months ended

June 30, 2026

March 31, 2026

June 30, 2025

Net interest income

(a)

33,449

32,660

19,644

Provision for (reversal of) credit losses

275

(2,108

)

141

Net interest income after provision for (reversal of) credit losses

33,174

34,768

19,503

Total noninterest income

(b)

3,098

2,980

2,626

Gain on call or sale of investment securities, net

(12

)

—

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

)

(29

)

Gain on sale of loans

—

(26

)

—

Change in the fair value of equity securities

(177

)

(130

)

(53

)

Income from insurance proceeds(1)

—

(304

)

Change in the net asset value of other investments(2)

109

(17

)

136

Core noninterest income

(d)

3,014

2,891

2,376

Core earnings before noninterest expense

36,188

37,659

21,879

Total noninterest expense

(c)

24,664

22,839

16,700

Write down of other real estate owned(3)

(75

)

—

(296

)

Severance(4)

(105

)

(327

)

(26

)

Acquisition expense

(2,582

)

(1,728

)

(182

)

Core noninterest expense

(f)

21,902

20,784

16,196

Core earnings before income tax expense

14,286

16,875

5,683

Core income tax expense(5)

2,629

3,274

977

Core earnings

11,657

13,601

4,706

Preferred stock dividends declared

528

—

Core earnings available to common shareholders

11,129

13,073

4,706

Core basic earnings per common share

0.81

0.95

0.48

Diluted earnings per common share (GAAP)

0.61

0.77

0.46

Gain on call or sale of investment securities, net

—

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

—

Gain on sale of loans

—

Change in the fair value of equity securities

(0.01

)

(0.01

)

—

Income from insurance proceeds(1)

—

(0.03

)

Change in the net asset value of other investments(2)

0.01

—

0.01

Write down of other real estate owned(3)

—

0.02

Severance(4)

0.01

0.02

—

Acquisition expense

0.13

0.09

0.01

Core diluted earnings per common share

0.75

0.87

0.47

Efficiency ratio

67.49

64.08

74.99

Core efficiency ratio

(f) / (a+d)

60.07

58.46

73.55

Core return on average assets(6)

1.21

1.41

0.69

Core return on average common equity(7)

11.44

13.78

7.40

Total average assets

3,879,711

3,910,392

2,740,388

Total average common stockholders’ equity

390,181

384,774

254,906

(1)

Adjustment to noninterest income for insurance proceeds received for damages to a property recorded in other real estate owned, which is included in other operating income in the accompanying consolidated statements of income.

(2)

Change in net asset value of other investments represents unrealized gains or losses on Investar’s investments in Small Business Investment Companies and other investment funds included in other operating income in the accompanying consolidated statements of income.

(3)

Reflects an adjustment to noninterest expense for provision for estimated losses on other real estate owned when fair value is determined to be less than carrying values, which is included in other operating expenses in the accompanying consolidated statements of income.

(4)

Severance is included in salaries and employee benefits in the accompanying consolidated statements of income.

(5)

Core income tax expense is calculated using the effective tax rates of 18.4%, 19.4% and 17.2% for the quarters ended June 30, 2026, March 31, 2026 and June 30, 2025, respectively.

(6)

Core earnings used in calculation. No adjustments were made to total average assets.

(7)

Core earnings available to common shareholders used in calculation. No adjustments were made to total average common stockholders’ equity.

EX-99.2 — EXHIBIT 99.2

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Document And Entity Information

Jul. 17, 2026

Document Information [Line Items]

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Jul. 17, 2026

Entity, Incorporation, State or Country Code

Entity, File Number

001-36522

Entity, Tax Identification Number

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Entity, Address, Address Line One

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Balance Type:

Period Type:

duration