SEC Form 11-K filed by Investar Holding Corporation

Note 1 – Description of Plan

The following brief description of the Investar Holding Corporation 401(k) Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General and Eligibility

The Plan is a defined contribution plan covering all full-time employees of Investar Bank, National Association (the “Bank”), a wholly owned subsidiary of Investar Holding Corporation (the “Company”), who have three months of credited service and are age 21 or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Contributions

The Plan is funded by employee and employer contributions. Participating employees may contribute a percentage of their wages up to the maximum percentage allowable not to exceed the limits of Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). Employees are automatically enrolled in the Plan at a 5% pre-tax contribution rate and increased 1% annually on the first day of the Plan year, up to a maximum of 10% of compensation, if no action is taken by the employee. Annual employee contributions were limited to $23,500 in 2025 and $23,000 in 2024, as indexed by the Internal Revenue Service (“IRS”), except for those employees eligible for catch-up contributions. Employees 50 years of age and older during the Plan year were also permitted to make catch-up contributions subject to certain maximum limitations imposed by the Code and IRS. The Plan also permits rollover contributions, which may include rollovers from other plans qualified under Section 401(a) or 403(a) of the Code.

Participants direct the investment of their contributions and any employer contributions into various investment options offered by the Plan. Participants may currently direct contributions into pooled separate accounts, a guaranteed investment contract account, and various mutual fund accounts. Additionally, participants may use a portion of their account balance to contribute to common stock of the Company.

During the year ended December 31, 2025, the Plan allowed participants to contribute to an after-tax Roth 401(k) account. The Plan collects and distributes funds in the after-tax Roth 401(k) accounts in the same manner as for all other contributions to the Plan.

The Company matches 100% of each participant’s voluntary deferrals, up to 4% of eligible compensation. Also, the Company may, in its sole discretion, make discretionary contributions to the Plan each year, although no discretionary contributions were made in 2025.

Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contribution, if any, and (b) investment fund earnings (losses), and charged with an allocation of administrative expenses. Investment income and administrative expenses are allocated based on participant account value and composition. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Participants are allowed to direct the investment of all contributions among the investment options offered by the Plan. Participants may change investment options at any time.

Voting Rights

Each participant is entitled to exercise voting rights attributable to the shares of Company stock allocated to his or her account and is notified by the Company on behalf of the trustees of the Plan (“Trustees”) prior to the time that such rights are to be exercised. Voting with respect to shares of Company stock for which no timely direction is made by the participant will be voted by the Trustee in the same proportion as those shares for which timely directions have been made.

Vesting

Participants are immediately vested in their voluntary contributions and in the Company’s matching contributions plus actual earnings thereon. The Company’s discretionary contributions vest in increments of 20% annually over a period of five years based on the employees’ years of service, beginning upon completion of two years of service (such that an employee with six years of service will be 100% vested), as further described in the Plan document.

Payment of Benefits

Upon termination of service, including termination due to retirement, death, or disability, a participant may elect to receive a lump-sum cash payment equal to the value of the participant’s account. In all instances, if the vested value of a participant’s account is less than $1,000, a lump-sum cash payment will be made.

Forfeited Accounts

In the case of a participant’s termination of employment, the unvested portion of participants’ account is forfeited and used either to reduce the Company’s contributions or to pay plan expenses. During the year ended December 31, 2025, forfeitures of $2,019 were used to reduce the Company’s contributions, and $2,057 were applied to the payment of administrative expenses. As of December 31, 2025 and 2024, forfeited non-vested account balances totaled $4,681 and $7,148, respectively.

Notes Receivable from Participants

In general, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less, following the guidelines in the Plan. Loan terms range from one to five years or up to a maximum of ten years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan’s administrator. The interest rate on outstanding loan balances as of December 31, 2025 and 2024 ranged from 4.25% to 9.50%. Principal and interest are paid ratably through payroll deductions.

Note 2 – Summary of Significant Accounting Policies

Note 3 – Administrative Expenses

Certain administrative functions are performed by officers or employees of the Bank. No such officer or employee receives compensation from the Plan. Certain other administrative expenses are paid directly by the Plan.

Note 4 – Fixed Income Guaranteed Option

The Plan has a GIC issued by Principal Life Insurance Company (“Principal Life”). Principal Life maintains the contributions in a general account. The GIC does not have specific underlying assets assigned. The GIC issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.

The GIC is included in the financial statements at contract value. Contract value, as reported to the Plan by Principal Life, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The GIC has a surrender charge of 5% that may be charged if the Plan terminates its interest in the contract without giving a 12-month advance notice.

Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (1) amendments to the plan document (including complete or partial plan termination or merger with another plan), (2) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the plan sponsor or other plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA, or (5) premature termination of the contract. The Plan administrator does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable.

There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer, but it may not be greater than 3% or less than 1%. Such interest rates are reviewed on a semi-annual basis for resetting.

Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement”, defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system and requires disclosures about fair value measurement. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts.

ASC Topic 820 requires that assets and liabilities carried at fair value also be classified and disclosed according to the process for determining fair value. There are three levels of determining fair value. These levels are:

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial statements.

The following is a description of the valuation methods used for assets measured at fair value:

Mutual Funds: These investments are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and transact at that price. The mutual funds held by the Plan are deemed to be actively traded and are valued at the daily closing price as reported by the fund on the last day of the Plan year.

Common Stock: The Company’s common stock is traded on the NASDAQ Global Market and is valued at the closing market price on the last day of the Plan year.

Pooled Separate Accounts: Each pooled separate account invests its assets solely in the shares or units of an underlying mutual fund, and the investment objective of each sub-account corresponds to the investment objective of the underlying fund. The value of each pooled separate account is determined using various inputs, such as the NAV of the shares of the underlying mutual fund held at year end, adjusted for administrative expenses and other charges.

The fair value of the Plan’s assets at December 31, 2025 and 2024, by level within the fair value hierarchy, is presented below.

⁽¹⁾ The pooled separate accounts are measured using NAV and, in accordance with the guidance in ASC 820-10, have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits.

Note 6 – Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in the Company’s discretionary contributions. 

Note 7 – Tax Status

The Plan operates under an IRS non-standardized pre-approved plan document. The latest IRS favorable opinion letter on the pre-approved plan is dated June 30, 2020. According to the pre-approved plan, the Plan’s assets are intended to be qualified pursuant to Section 401(a) of the Code; and therefore, the Plan’s income is exempt from income taxes. The Plan itself has not separately applied for recognition of tax-exempt status. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in conformity with the Code to maintain its qualified status. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Note 8 – Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Market risks include global events, which could impact the value of investments, such as pandemics or international conflict. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

Note 9 – Related-Party Transactions and Party-in-Interest Transactions

Transactions resulting in Plan assets being transferred to or used by a related party are prohibited under ERISA unless a specific exemption is applied. Principal Trust Company (“Principal Trust”) is a party-in-interest and qualified institution as defined by ERISA. The Plan incurred administrative expenses of $210,865 to Principal Trust in 2025. The Company is a party-in-interest as defined by ERISA as a result of being the Plan sponsor. The Plan engages in transactions involving the acquisition or disposition of common stock of the Company, which it holds in the Plan. The Plan owned 147,441 and 145,227 shares of Company common stock at December 31, 2025 and 2024, respectively. The Plan received $63,919 in dividend income on the Company common stock during the year ended December 31, 2025. All of the above transactions are exempt from the “prohibited transactions” provisions of ERISA and the Code.

Note 10 - Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2025 and 2024:

The following is a reconciliation of the change in net assets available for benefits per the financial statements to the Form 5500 for the year ended December 31, 2025:

Note 11 – Subsequent Events

The Plan has evaluated, for consideration of recognition or disclosure, subsequent events that have occurred after December 31, 2025, through the date of issuance of its financial statements.

On January 1, 2026, the Company completed the acquisition of Wichita Falls Bancshares, Inc. and its wholly-owned subsidiary, First National Bank, headquartered in Wichita Falls, Texas. Effective March 11, 2026, the plan assets of $12.4 million from the First National Bank 401(k) Profit Sharing Plan were transferred to and merged into the Plan.