istr20260206_def14a.htm

EXECUTIVE COMMITTEE

Primary Responsibilities:

Members:

Assists our board in fulfilling its oversight responsibilities by making all decisions with respect to all matters under the direction and control of our board when our board is not in session

John J. D’Angelo (Chair)

William H. Hidalgo, Sr.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

INVESTAR HOLDING CORPORATION

(Name of Registrant as Specified in its Charter)

______________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2026 Notice and Proxy Statement

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INVESTAR HOLDING CORPORATION

10500 Coursey Boulevard

Baton Rouge, Louisiana 70816

April 8, 2026

Dear Shareholder:

On behalf of the board of directors, we invite you to attend the 2026 Annual Meeting of Shareholders of Investar Holding Corporation (together with any adjournments or postponements thereof, the “2026 Annual Meeting”). The 2026 Annual Meeting will be held beginning at 3:00 p.m., Central Time, on Wednesday, May 20, 2026 at Investar Tower, 10500 Coursey Boulevard, Third Floor, Baton Rouge, Louisiana 70816. The formal notice of the 2026 Annual Meeting appears on the next page. At the 2026 Annual Meeting, you will be asked to:

Elect 13 directors, each to serve a one-year term;

Ratify the appointment of BDO USA, P.C. as Investar Holding Corporation’s independent registered public accounting firm for the 2026 fiscal year;

Approve, on an advisory basis, the compensation of our named executive officers;

Approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers;

Approve the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan; and

Transact such other business as may properly come before the 2026 Annual Meeting.

Only shareholders of record on March 23, 2026 are entitled to receive notice of and to vote at the 2026 Annual Meeting. The accompanying proxy statement provides detailed information concerning the matters to be acted upon at the 2026 Annual Meeting. We urge you to review this proxy statement and each of the proposals carefully. It is important that your views be represented at the 2026 Annual Meeting regardless of the number of shares of our common stock you own or whether you are able to attend the 2026 Annual Meeting in person.

A copy of our 2026 proxy statement, proxy card and our Annual Report on Form 10-K for the year ended December 31, 2025 (which serves as our annual report to shareholders) is being made available to our shareholders online, on or about April 8, 2026, at http://www.proxydocs.com/ISTR.

You may vote your shares via a toll-free telephone number, on the Internet, or by signing, dating and mailing a proxy card. Instructions regarding the three methods of voting by proxy are contained in the notice of Internet availability of proxy materials. If you are the record holder of shares of our common stock, you may vote in person at the 2026 Annual Meeting. If a bank, broker or other nominee holds your shares, you will need to request a legal proxy from your bank, broker or other nominee and bring it to the 2026 Annual Meeting in order to vote in person.

On behalf of our board of directors, I would like to express our appreciation for your continued investment in Investar Holding Corporation.

Sincerely,

John J. D’Angelo

President and Chief Executive Officer

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INVESTAR HOLDING CORPORATION

10500 Coursey Boulevard

Baton Rouge, Louisiana 70816

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

DATE & TIME:		Wednesday, May 20, 2026 at 3:00 p.m., Central Time

PLACE:		Investar Tower 10500 Coursey Boulevard, Third Floor Baton Rouge, Louisiana 70816

ITEMS OF BUSINESS:		1. To elect 13 directors, each to serve a one-year term. 2. To ratify the appointment of BDO USA, P.C. as Investar Holding Corporation’s independent registered public accounting firm for the 2026 fiscal year. 3. To approve, on an advisory basis, the compensation of our named executive officers. 4. To approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers. 5. To approve the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan. 6. To transact such other business as may properly come before the 2026 Annual Meeting of Shareholders or any adjournments or postponements thereof.

RECORD DATE:		You are entitled to notice of and to attend or vote at the 2026 Annual Meeting if you were a shareholder of record as of the close of business on March 23, 2026.

ANNUAL REPORT:		Our Annual Report on Form 10-K for the year ended December 31, 2025 (which serves as our annual report to shareholders) is accessible online at http://www.proxydocs.com/ISTR.

PROXY VOTING:		We value your participation. It is important that your shares be represented and voted at the 2026 Annual Meeting regardless of whether you attend the 2026 Annual Meeting in person. The accompanying proxy statement provides detailed information about the matters to be considered at the 2026 Annual Meeting. Please read it carefully. To ensure your shares are represented at the 2026 Annual Meeting, please vote your shares via a toll-free telephone number, on the Internet or by completing, signing, dating and mailing a proxy card. Instructions regarding the three methods of voting are contained in the notice of Internet availability of proxy materials. Any proxy may be revoked at any time prior to its exercise at the 2026 Annual Meeting.

By Order of the Board of Directors,

John J. D’Angelo

President and Chief Executive Officer

Baton Rouge, Louisiana

April 8, 2026

Important Notice Regarding the Availability of Proxy Materials for

the Shareholder Meeting to be held on May 20, 2026:

Investar Holding Corporation’s 2026 proxy statement, proxy card and Annual Report on Form 10-K for the year ended December 31, 2025 are available at http://www.proxydocs.com/ISTR.

The Notice of the 2026 Annual Meeting of Shareholders and proxy statement are first being made available to shareholders on or about April 8, 2026.

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INVESTAR HOLDING CORPORATION

______________________________

PROXY STATEMENT

______________________________

INDEX

QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING, VOTING YOUR SHARES AND THE PROXY MATERIALS		1
	Who is soliciting proxies from the shareholders?	1
	When and where will the 2026 Annual Meeting be held?	1
	What will be voted on at the 2026 Annual Meeting ?	1
	How will we solicit proxies and who bears the cost of proxy solicitation?	2
	Who can vote at the 2026 Annual Meeting ?	2
	How many votes must be present to hold the 2026 Annual Meeting ?	2
	How many votes does a shareholder have per share?	2
	What is the required vote on each proposal?	3
	How will the proxy be voted and how are votes counted?	3
	Can a proxy be revoked?	4
	Why did I receive a notice of Internet availability of proxy materials instead of a full set of proxy materials?	4
	How do I obtain a separate set of proxy materials or request a single set for my household?	4
PROPOSALS		5
	Proposal No. 1 - Election of 13 Directors	5
	Proposal No. 2 - Ratification of the Appointment of BDO USA, P.C. as our Independent Registered Public Accounting Firm for the 2026 Fiscal Year	5
	Proposal No. 3 - Advisory Approval of the Compensation of our Named Executive Officers	6
	Proposal No. 4 - Advisory Approval of the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers	6
	Proposal No. 5 - Approval of the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan.	7
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		15
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS		16
BOARD OF DIRECTORS		17
	Board Composition and Refreshment	17
	Information about Directors and Director Nominees	17
CORPORATE GOVERNANCE		18
	Board Independence	19
	Board Leadership Structure	19
	Board’s Role in Risk Oversight	19
	Board Meeting Attendance	19
	Board Committees	20
	Executive Committee	20
	Audit Committee	20
	Compliance Committee	21
	Compensation Committee	21
	Nominating and Governance Committee	21
	Communications with the Board	22
	Evaluation of Director Nominees	22
	Shareholder Recommendations of Director Candidates	22
CERTAIN TRANSACTIONS		24
	Policies and Procedures for the Review, Approval and Ratification of Related Party Transactions	24
NON-EMPLOYEE DIRECTOR COMPENSATION		25
EXECUTIVE OFFICERS		26
EXECUTIVE COMPENSATION		27
	Executive Compensation Best Practices	28
	Insider Trading Policy	28
	Shareholder Outreach and Engagement	28
	Compensation Committee Processes	28
	Risk Assessment of Compensation Policies and Practices	29
	Use of Compensation Consultants	29
	Role of Our CEO and Management Relating to Executive Compensation	29
	Narrative to Summary Compensation Table for 2025	30
COMPENSATION TABLES		35
	Summary Compensation Table	35
	Pay Versus Performance Table	36
	Outstanding Equity Awards at December 31, 2025	38
REPORT OF THE AUDIT COMMITTEE		39
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		40
	Fees and Related Disclosures for Accounting Services	40
SHAREHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING		41
	Proposals for Inclusion in Our Proxy Statement	41
	Proposals to be Introduced at the 2027 Annual Meeting	41
OTHER MATTERS		42
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K		42

APPENDIX A - INVESTAR HOLDING CORPORATION SECOND AMENDED AND RESTATED 2017 LONG-TERM INCENTIVE COMENSATION PLAN

We include website addresses throughout this proxy statement for reference only. The information contained or referenced on our website and other websites mentioned in this proxy statement are not a part of this proxy statement and are not deemed incorporated by reference into this proxy statement or any other public filing made with the Securities and Exchange Commission.

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INVESTAR HOLDING CORPORATION

10500 Coursey Boulevard, Third Floor, Baton Rouge, Louisiana 70816

______________________________________________

PROXY STATEMENT

______________________________________________

2026 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, MAY 20, 2026

We are making this proxy statement available to the shareholders of Investar Holding Corporation in connection with the solicitation of proxies by our board of directors (our “board”) for use at the 2026 Annual Meeting of Shareholders of Investar Holding Corporation to be held at 3:00 p.m., Central Time, on Wednesday, May 20, 2026, at Investar Tower, 10500 Coursey Boulevard, Third Floor, Baton Rouge, Louisiana 70816 (together with any adjournments or postponements of such annual meeting, the “2026 Annual Meeting”). In this proxy statement, Investar Holding Corporation is referred to as “Investar,” “we,” “our,” “us” or the “Company,” and Investar Bank is referred to as the “Bank.”

As required by the rules of the Securities and Exchange Commission (“SEC”), we are making this proxy statement, our proxy card and our Annual Report on Form 10-K for the year ended December 31, 2025, which serves as our annual report to shareholders (our “2025 Annual Report”), available to our shareholders electronically. On April 8, 2026, we mailed the notice of Internet availability to our shareholders of record as of March 23, 2026 and posted these materials online at http://www.proxydocs.com/ISTR.

QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING, VOTING YOUR SHARES

AND THE PROXY MATERIALS

Who is soliciting proxies from the shareholders?

Our board, on behalf of the Company, is soliciting your proxy. The proxy provides you with the opportunity to vote on the proposals presented at the 2026 Annual Meeting, whether or not you attend the meeting.

When and where will the 2026 Annual Meeting be held?

The 2026 Annual Meeting will be held at 3:00 p.m., Central Time, on Wednesday, May 20, 2026 at Investar Tower, 10500 Coursey Boulevard, Third Floor, Baton Rouge, Louisiana 70816.

What will be voted on at the 2026 Annual Meeting?

The election of 13 directors, each to serve a one-year term;

The ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the 2026 fiscal year;

The approval, on an advisory basis, of the compensation of our named executive officers;

The approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers;

The approval of the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan; and

The consideration of such other business as may properly come before the 2026 Annual Meeting.

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Your proxy will also give the proxy holders discretionary authority to vote the shares represented by the proxy on any other matter that is properly presented for action at the 2026 Annual Meeting. Our board does not expect to bring any other matter before the 2026 Annual Meeting and is not aware of any other matter that may be considered at the 2026 Annual Meeting. In addition, under our Amended and Restated By-laws (“By-laws”), the time has expired for any shareholder to properly bring a matter before the 2026 Annual Meeting. However, in the unexpected event that any other matter does properly come before the 2026 Annual Meeting, subject to applicable SEC rules, the proxy holders will vote the proxies in their discretion.

How will we solicit proxies and who bears the cost of proxy solicitation?

The Company will bear the expenses for calling and holding the 2026 Annual Meeting and the solicitation of proxies therefor. Our directors, officers and employees may solicit proxies by telephone, mail, facsimile, the Internet or overnight delivery service. These individuals do not receive separate compensation for these services. Also, we have retained and pay a fee to Equiniti Trust Company, LLC to perform services in connection with our common stock, including assistance with the solicitation of proxies, but we pay no separate compensation to Equiniti Trust Company, LLC solely for the solicitation of proxies. Finally, in accordance with SEC regulations, we will reimburse brokerage firms and other persons representing beneficial owners of our common stock for their reasonable expenses in forwarding solicitation materials to such beneficial owners.

Who can vote at the 2026 Annual Meeting?

Our board has fixed the close of business on Monday, March 23, 2026, as the record date for our 2026 Annual Meeting. Only shareholders of record on that date are entitled to receive notice of, attend, and vote at the 2026 Annual Meeting. As of March 23, 2026, our only outstanding class of securities with voting rights was our common stock, $1.00 par value per share. On that date, we had 40,000,000 shares of common stock authorized, of which 13,744,225 shares were outstanding. Our Series A Preferred Stock does not have voting rights but is convertible into our common stock at the option of the holder.

If you, rather than your broker, are the record holder of our common stock, you can vote either in person at the 2026 Annual Meeting or by proxy, whether or not you attend the 2026 Annual Meeting. You may vote your shares by proxy via a toll-free telephone number, on the Internet or by signing, dating and mailing a proxy card that will be mailed to you if you request delivery of a full set of proxy materials. Instructions regarding the methods of voting by proxy are contained on the notice of Internet availability of proxy materials.

If your shares are held through a bank, broker or other nominee, you are considered the beneficial owner of shares held in street name. For you to vote in person at the 2026 Annual Meeting, you must request a legal proxy from your bank, broker or other nominee that was the shareholder of record of those shares as of the record date and bring it to the 2026 Annual Meeting.

How many votes must be present to hold the 2026 Annual Meeting?

A “quorum” must be present to hold our 2026 Annual Meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote at the 2026 Annual Meeting constitutes a quorum. Your shares, once represented for any purpose at the 2026 Annual Meeting, are deemed present for purposes of determining a quorum for the remainder of the meeting and for any adjournment, unless a new record date is set for the adjourned meeting. This is true even if you abstain from voting with respect to any matter brought before the 2026 Annual Meeting.

How many votes does a shareholder have per share?

Our shareholders are entitled to one vote for each share of common stock held on the record date.

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What is the required vote on each proposal?

Proposal		Voting Options	Vote Required to Adopt the Proposal	Effect of Abstentions	Effect of Broker Non-Votes
No. 1:	Election of 13 director nominees	For or withhold on each nominee	Plurality of shares voted	N/A	No effect
No. 2:	Ratification of the appointment of our independent registered public accounting firm	For, against or abstain	Affirmative vote of a majority of the votes actually cast	No effect	N/A
No. 3:	Approval, on an advisory basis, of the compensation of our named executive officers	For, against or abstain	Affirmative vote of a majority of the votes actually cast	No effect	No effect
No. 4:	Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers	Stockholders may select whether such votes should occur every one year, every two years or every three years, or stockholders may abstain from voting	Plurality of shares voted	No effect	No effect
No. 5:	Approval of the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan	For, against or abstain	Affirmative vote of a majority of the votes actually cast	No effect	No effect

Although the votes are non-binding, our board will consider the outcome of the advisory vote on the compensation of our named executive officers (the “say-on-pay vote”) and the advisory vote on the frequency of future advisory votes to approve the compensation of our name executive officers (the “say-on-frequency vote”) when establishing our compensation philosophy and in making future compensation decisions. Similar to the say-on-pay vote, the vote on the frequency of the say-on-pay vote is non-binding. Because this advisory vote has three possible substantive responses (every one year, every two years, or every three years), we will consider shareholders to have “approved” the frequency selected by a plurality of the shares voted; that is, the frequency receiving the highest number of affirmative votes.

How will the proxy be voted and how are votes counted?

If your shares are registered directly in your name, you are the shareholder of record of those shares, and these proxy materials have been made available to you by us. If you vote by proxy (either by properly completing and returning a paper proxy card or submitting voting instructions by telephone or on the Internet in accordance with the procedures included on the notice of Internet availability), the shares represented by your proxy will be voted at the 2026 Annual Meeting as you instruct, including any adjournments or postponements of the meeting. You do not need to attend the 2026 Annual Meeting in person to vote your shares of our common stock. If you return a signed proxy but do not provide any voting instructions on the proxy, your shares will be voted at the 2026 Annual Meeting, including any adjournments or postponements, in accordance with the recommendations of the board as follows:

“FOR” the election of each director nominee.

“FOR” the ratification of BDO USA, P.C. as our independent registered public accounting firm for 2026.

“FOR” the approval, on an advisory basis, of the compensation of our named executive officers.

“ONE YEAR” for the frequency of future advisory votes on the compensation of our named executive officers.

“FOR” the approval of the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan.

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If your shares are held in a stock brokerage account by a bank, broker or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your bank, broker or other nominee that is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your bank, broker or other nominee holding your shares in street name on how to vote your shares and must provide voting instructions to your bank, broker or other nominee, or your shares will not be voted on any proposal on which your bank, broker or the other party does not have discretionary authority to vote. The New York Stock Exchange rules determine which proposals presented at annual meetings of shareholders are “routine” or “non-routine.” If a proposal is determined to be routine, your bank, broker or other nominee has discretionary authority and may vote your shares on the proposal without receiving voting instructions from you. If a proposal is determined to be non-routine, your bank, broker, or other nominee does not have discretionary authority and may not vote your shares on the proposal without receiving your voting instructions. The ratification of BDO USA, P.C. as our independent registered public accounting firm is considered a routine matter; however, the election of directors, the approval of the compensation of our named executive officers, the approval of the frequency of future advisory votes on the compensation of our named executive officers and the approval of the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan are considered non-routine matters.

A “broker non-vote” occurs when a bank, broker or other party holding shares for which you are a beneficial owner returns a valid proxy, but does not vote on a particular proposal because it does not have discretionary authority to vote on the matter and has not received voting instructions from the shareholder for whom it is holding shares. If a broker non-vote occurs with respect to any matter to be considered at the 2026 Annual Meeting, shares that are not voted will be treated as shares present for the purpose of determining whether a quorum is present at the meeting but will not be considered as a vote cast.

An abstention from voting by a shareholder who is either present in person at the 2026 Annual Meeting or represented by proxy will be treated as not being “cast” for purposes of such vote and will be counted neither “for” nor “against” the matter subject to the abstention. Abstentions will not affect the outcome of the vote on matters that must be approved by the holders of a majority of the votes cast or by plurality vote. Plurality vote means that the candidates receiving the highest number of “FOR” votes will be elected. A properly executed card marked “WITHHOLD” with respect to the election of a director nominee will be counted for purposes of determining whether there is a quorum at the 2026 Annual Meeting, but will not be considered to have been voted for the director nominee. Shares that abstain on any matter will be counted as present for quorum purposes.

Can a proxy be revoked?

Yes. You can revoke or change your proxy at any time before it is used to vote your shares by (1) giving written notice to our Corporate Secretary before the 2026 Annual Meeting, (2) timely delivering to us another proxy with a later date or (3) appearing in person and voting at the 2026 Annual Meeting if you, rather than your broker, are the record holder of our common stock or, if you hold your shares in street name, obtaining a legal proxy from your bank, broker or other nominee, bringing it to the 2026 Annual Meeting and voting in person. Your attendance alone at the 2026 Annual Meeting will not be enough to revoke your proxy. Written notice of the revocation of a proxy should be delivered to the following address: Jay Angelle, Associate General Counsel and Corporate Secretary, Investar Holding Corporation, 10500 Coursey Boulevard, Baton Rouge, Louisiana 70816.

Why did I receive a notice of Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with the rules of the SEC, we are permitted to furnish proxy materials, including this proxy statement and our 2025 Annual Report, to shareholders by providing access to these documents on the Internet instead of mailing printed copies. Shareholders will not receive printed copies of the proxy materials unless requested. Instead, the notice of Internet availability of proxy materials provides instructions on how to access and review the proxy materials on the Internet. The notice also provides instructions on how to submit your proxy and voting instructions via the Internet. If you would like to receive a printed or email copy of our proxy materials, please follow the instructions for requesting the materials in the notice.

How do I obtain a separate set of proxy materials or request a single set for my household?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, we will deliver only one copy of our notice of Internet availability of proxy materials to shareholders who have the same address and last name unless one or more of these shareholders notifies us that they wish to receive individual copies. This procedure reduces our printing costs, postage fees, and the environmental impact from the distribution of additional, unneeded copies of the notice of Internet availability of proxy materials. Although only one copy of our notice of Internet availability of proxy materials will be delivered to each address, each shareholder sharing that address will continue to be able to access the proxy materials and submit his or her individual voting instructions.

If shareholders sharing an address wish to receive separate notices of Internet availability of proxy materials or do not wish to participate in householding in the future, please contact Jay Angelle, our Associate General Counsel and Corporate Secretary, at (337) 267-1555, or write to Mr. Angelle at Investar Holding Corporation, Attn.: Associate General Counsel and Corporate Secretary, 10500 Coursey Boulevard, Baton Rouge, Louisiana 70816. You may also send an email to Mr. Angelle at jay.angelle@investarbank.com. If you have multiple accounts in your name or share an address with other shareholders and receive multiple copies of our notice of Internet availability of proxy materials, you can authorize us to discontinue mailing multiple copies by calling or writing to or emailing our Corporate Secretary as instructed above.

Shareholders who beneficially own shares of our common stock held in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

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PROPOSALS

Proposal No. 1 - Election of 13 Directors

If elected, the 13 director nominees nominated to stand for election at our 2026 Annual Meeting will serve a one-year term. Based on the recommendation of the nominating and governance committee, the board has nominated the following for election as directors:

	•	John J. D’Angelo
	•	James F. Dunkerley
	•	David A. Flack, M.D.
	•	Scott G. Ginn
	•	William H. Hidalgo, Sr.
	•	Rose J. Hudson
	•	Gordon H. Joffrion, III
	•	Robert Chris Jordan
	•	Julio A. Melara
	•	Suzanne O. Middleton
	•	Andrew C. Nelson, M.D.
	•	Frank L. Walker
	•	James E. Yegge, M.D.

Each nominee presently serves as a member of our board and has consented to being named in the proxy statement as a nominee and to serving as a director if elected at the 2026 Annual Meeting. Biographical information about each is set forth below under “BOARD OF DIRECTORS.” If for any reason one or more of the nominees is not available as a candidate for director, an event that the board does not anticipate, the proxy holders will vote, in their discretion, for another candidate or candidates nominated by the board, if any.

Required Vote. Directors are elected by a plurality vote; the nominees who receive the highest number of votes cast, up to the number of directors to be elected, are elected.

Our board unanimously recommends a vote “FOR” the election of each of the 13 nominees for director to the board.

Proposal No. 2 - Ratification of the Appointment of BDO USA, P.C. as our Independent Registered Public Accounting Firm for the 2026 Fiscal Year

We are asking our shareholders to ratify the selection of BDO USA, P.C. as our independent registered public accounting firm for the 2026 fiscal year. Although current law, rules and regulations, as well as the charter of the audit committee, require the audit committee to engage, retain and supervise our independent registered public accounting firm, we view the selection of the independent registered public accounting firm as an important matter of shareholder concern and therefore are submitting the selection of BDO USA, P.C. for ratification by shareholders as a matter of good corporate governance. If our shareholders fail to ratify this appointment, the audit committee will reconsider whether to retain BDO USA, P.C. and may retain that firm or another firm without resubmitting the matter to our shareholders. Even if the appointment is ratified, the audit committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in our best interest and in the best interest of our shareholders. A representative of BDO USA, P.C. is expected to be present at the 2026 Annual Meeting to respond to appropriate questions and will also have an opportunity to make a statement if he or she desires to do so.

Required Vote. The affirmative vote by a majority of votes actually cast at the 2026 Annual Meeting is required for the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm.

Our board unanimously recommends a vote “FOR” the ratification of BDO USA, P.C. as our independent registered public accounting firm for the 2026 fiscal year.

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Proposal No. 3 - Advisory Approval of the Compensation of our Named Executive Officers

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we provide our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the rules of the SEC (also known as “say-on-pay”). Though this vote is not binding on the Company, our board and the compensation committee value the opinion of our shareholders and will consider the outcome of the vote when evaluating our executive compensation program. This vote is not intended to address any specific compensation arrangement or amount, but rather the overall compensation of our named executive officers and our compensation philosophy and practices as disclosed under the “Executive Officer Compensation” section of this proxy statement. This disclosure includes the compensation tables and narrative discussion preceding the compensation tables.

At the 2025 Annual Meeting, we provided our shareholders with the opportunity to cast a non-binding advisory vote regarding the compensation of our named executive officers as disclosed in our proxy statement for the 2025 Annual Meeting. Our shareholders approved the say-on-pay proposal, with 95% of the total votes cast voted for the proposal. This year we are again asking our shareholders to vote on the following resolution:

RESOLVED, That the shareholders of Investar Holding Corporation (“the Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2026 Annual Meeting pursuant to Item 402 of Regulation S-K of the rules of the Securities and Exchange Commission.

We understand that our executive compensation practices are important to our shareholders. Our core executive compensation philosophy continues to be based on pay for performance, and we believe that our executive compensation program is strongly aligned with the long-term interests of our shareholders. At our 2020 Annual Meeting of Shareholders, our shareholders voted to hold our “say-on-pay” advisory vote every year. Accordingly, we expect the next say-on-pay vote will occur at our 2027 Annual Meeting, unless we announce otherwise following the board’s consideration of the advisory vote provided in Proposal No. 4 of this Proxy Statement regarding the frequency of future advisory votes on executive compensation.

In considering how to vote on this proposal, we encourage you to review the compensation tables and the narrative discussion preceding the compensation tables regarding our executive compensation program.

Required Vote. The affirmative vote by a majority of votes actually cast at the 2026 Annual Meeting is required for the approval of the compensation of our named executive officers.

Our board unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers.

Proposal No. 4 - Advisory Approval of the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers.

Section 14A of the Exchange Act also provides that shareholders must be given the opportunity to vote, on a non-binding, advisory basis, at least once every six years, as to their preference on how frequently we should seek future advisory votes on the compensation of our named executive officers as disclosed in this proxy statement in accordance with the rules of the SEC (also known as the “say-on-frequency”). Accordingly, we are asking our shareholders to indicate, on a non-binding, advisory basis, whether they would prefer an advisory vote on the compensation of our named executive officers to occur every one, two or three years. Shareholders also may, if they wish, abstain from casting a vote on this proposal.

Our board recommends that we hold an advisory vote on the compensation of our named executive officers every year. In formulating its recommendation, our board considered that an annual advisory vote on executive compensation will allow our shareholders to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. However, shareholders should note that because the advisory vote on executive compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation program are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our executive compensation program in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of shareholders.

Our board and the compensation committee will carefully consider the outcome of the vote when making future decisions on the frequency of advisory votes on executive compensation. However, because this vote is advisory and not binding, our board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the frequency that has been selected by our shareholders.

We last held a say-on-frequency vote at our 2020 Annual Meeting at which time our shareholders voted to hold our say-on-pay advisory vote every year. Subject to the outcome of this say-on-frequency advisory vote, our board expects to continue holding the say-on-pay vote annually, with the next vote expected to occur at our 2027 Annual Meeting. Following the say-on-frequency vote at the 2026 Annual Meeting, our board expects to hold the next say-on-frequency vote at our 2032 Annual Meeting.

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Required Vote. The proxy card provides shareholders with the opportunity to choose from four options (holding the vote every one, two or three years, or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the recommendation of the board. Because this advisory vote has three possible substantive responses (every one year, every two years, or every three years), we will consider shareholders to have “approved” the frequency selected by a plurality of the shares voted; that is, the frequency receiving the highest number of affirmative votes.

Our board of directors unanimously recommends a vote to hold an advisory vote on the compensation of our named executive officers every “ONE YEAR.”

Proposal No. 5 - Approval of the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan.

Following the recommendation of our compensation committee, referred to as the “committee” in this Proposal No. 5, our board of directors unanimously approved, and recommends that our shareholders adopt, the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan (the “Plan”), which is summarized below and attached as Appendix A to this proxy statement. Because this is a summary, it does not contain all of the information that may be important to you. You should read Appendix A carefully before you decide how to vote.

Why Shareholders Should Approve the Plan

The Company believes that the adoption of the Plan is essential to our success. The Plan will allow the Company to continue to grant annual stock-based compensation as a part of a competitive overall compensation program. Equity-based awards are a critical component of our program, allowing us to attract, retain and motivate key talent, and align our employees’ interests with those of our shareholders. Our ability to deliver competitive pay without stock-based compensation would require the replacement of equity awards with cash-based long-term awards that may not necessarily align employee interests with those of our shareholders as effectively as stock-based awards. Additionally, replacing equity with cash would increase cash compensation expense and divert cash that could otherwise be reinvested in the business.

Our Current Plan Has Insufficient Shares Available For Grant

As reflected in the table below, following the annual long-term incentive (“LTI”) grants in early 2026, there are approximately 119,566 shares remaining available for future grants to our officers, employees and non-employee directors under our Amended and Restated 2017 Long-Term Incentive Compensation Plan (the “Current Plan”). As such, we may not have sufficient shares available to make LTI grants to our executive officers, key employees and non-employee directors beginning in 2027.

Material Revisions to the Plan

As compared to the Current Plan, the proposed Plan includes the following material changes:

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increases the authorized shares under the Plan by 600,000 from 1,200,000 to 1,800,000;

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increases the number of shares that may be granted without compliance with minimum vesting requirement to 5% of the new shares available under the Plan; and

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extends the term of the Plan from May 19, 2031 to May 19, 2036.

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Current Awards Outstanding and Shares Available for Grant

The table below sets forth information regarding the shares outstanding as of April 1, 2026 under the Current Plan and our predecessor plan, and the shares remaining available for grant under the Current Plan.

Options Outstanding		Weighted Average Exercise Price of Options			Weighted Average Remaining Contractual Life of Options (years)			Restricted Shares/RSUs Outstanding			Total Shares Available for Issuance under the Current Plan as of April 1, 2026
197,532		$	19.43			4.8			324,705			119,566

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Share Reserve. The board has approved the reservation of an additional 600,000 shares under the Plan. There were 1,200,000 shares reserved under our Current Plan.

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Burn Rate. In calendar years 2023, 2024, and 2025, the Company’s annual equity burn rates, (calculated by dividing (1) the number of shares subject to equity awards granted during the year by (2) the weighted-average number of shares outstanding at the end of the applicable year), under the Current Plan were 2.1%, 1.4% and 1.4%, respectively, for a three-year average of 1.6%.

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Expected Duration of the Plan. The Company expects the share reserve under the Plan to provide us with enough shares for awards for approximately six years, assuming the Company continues to grant awards consistent with its current practices and historical usage, as reflected in its historical burn rate and the table below, and noting that future circumstances may require the Company to change its current equity grant practices. As the Company cannot predict its future equity grant practices with any degree of certainty at this time, the share reserve under the Plan could last for a shorter or longer time.

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Dilution. In calendar years 2023, 2024, and 2025, the end of year overhang rate (calculated by dividing (1) the sum of the number of shares issuable pursuant to equity awards outstanding at the end of the calendar year plus shares remaining available for issuance for future awards at the end of the calendar year by (2) the sum of the number of shares outstanding at the end of the calendar year plus the sum of (1) above) was 11.4%, 9.4% and 7.9%, respectively. Upon adoption of the Plan, the Company expects its overhang to be approximately 9.0%.

In light of the factors described above, the board has determined that the size of the share reserve under the Plan is reasonable and appropriate at this time.

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Equity Compensation Best Practices Reflected in the Plan

The Plan has a number of provisions that the Company believes are consistent with best practices in equity compensation, protect shareholder interests and promote effective corporate governance, including the following:

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Shareholder Approval is Required for Additional Shares and Other Material Amendments. The Plan does not contain an annual “evergreen” provision. The Plan authorizes a limited number of shares, so that shareholder approval is required to increase the maximum number of shares of common stock that may be issued under the Plan. In addition, other material amendments to the Plan require shareholder approval.

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No Discount Stock Options or Stock Appreciation Rights. Any stock options and stock appreciation rights granted under the Plan will have an exercise price equal to or greater than the fair market value of the Company’s common stock on the date the stock option or stock appreciation right is granted; although discount stock options and stock appreciation rights (“SARs”) may be granted in the event such awards are assumed or substituted in connection with certain corporate transactions. The Plan defines fair market value as the closing sale price of a share of our common stock on the stock exchange or national market system on which our common stock is listed on such date or, if no sale occurred on the date in question, the closing sale price for a share of our common stock on the last preceding date for which such quotation exists. The closing sale price for a share of our common stock on the Nasdaq, on April 1, 2026 was $27.50.

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Administration by Independent Directors. Awards under the Plan are administered by the committee, an independent committee of our board.

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No Automatic Single-Trigger Vesting of Awards. The Plan does not provide for automatic “single-trigger” accelerated vesting upon a change in control.

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Limitations on Dividend Payments. Dividends and dividend equivalents may be paid on awards subject to performance vesting conditions only to the extent such conditions are met. Further, participants holding stock options or stock appreciation rights do not receive dividend equivalents for any period prior to the exercise of the award.

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Limitations on Grants. Individual limits on awards granted to any participant pursuant to the plan during any calendar year apply as follows: (a) except for outside directors, a maximum of 100,000 shares of common stock may be subject to awards granted to a participant; and (b) with respect to outside directors, a maximum of 30,000 shares of common stock may be subject to awards. The share amounts may be adjusted to take into account equity restructurings and certain other corporate transactions as described below.

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No Repricing of Awards. Awards may not be repriced, replaced or re-granted through cancellation or modification without shareholder approval if the effect would be to reduce the exercise price for the shares under the award.

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No Tax Gross-Ups. The Plan does not provide for any tax gross-ups.

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No Liberal Share Counting. Shares of common stock delivered or withheld in payment of the exercise price of a stock option, delivered or withheld to satisfy tax obligations in respect of an award, or repurchased with the proceeds of an option exercise may not be re-issued under the Plan.

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Minimum Vesting Conditions. All awards are subject to a minimum one-year vesting requirement, except that up to 5% of the shares available under the Plan may be granted without compliance with this minimum vesting condition.

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Clawback of Awards. Awards under the Plan that are subject to recovery pursuant to any law, government regulation or exchange listing requirement requiring recovery, or any recovery policy adopted by the Company, will be subject to such deductions and clawbacks as set forth in such laws, government regulations, exchange requirements or policies.

Other Company policies that help align the interests of our directors and executive officers with those of our shareholders include our policies that prohibit our directors and executive officers from hedging our common stock, and our minimum stock ownership guidelines for our directors and executive officers. See “Executive Compensation – Executive Compensation Best Practices.”

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Summary of the Second Amended and Restated 2017 Long-Term Incentive Compensation Plan

Administration. The committee administers the Plan and has authority to make awards under the Plan and to set the terms of the awards. The committee also has the authority to interpret the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate and to make any other determination that it believes necessary or advisable for proper administration of the Plan.

Subject to the limitations specified in the Plan, the committee may delegate its authority to our chief executive officer with respect to grants to participants who are not subject to Section 16 of the Exchange Act. As provided under the Current Plan, our chief executive officer will have limited authority to grant awards under the Plan. See “Corporate Governance - Board Committees - Compensation Committee” for information on delegation of authority under our equity plans.

Eligible Participants. Our employees and consultants of the Company or its affiliates, non-employee directors of the Company, and directors of our affiliates will be eligible to receive awards, or incentives, under the Plan when designated as Plan participants. We currently have four executive officers, 12 non-employee directors and approximately 433 other employees, consultants, and directors of affiliates eligible to receive awards under the Plan. Currently, we have approximately 82 participants in our LTI program (including our executive officers and directors).

Awards. Awards under the Plan may be granted in any one or a combination of the following forms:

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for officers and employees only, incentive stock options under Section 422 of the Internal Revenue Code;

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non-qualified stock options;

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SARs;

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restricted stock;

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restricted stock units (RSUs); and

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other stock-based awards.

Authorized Shares. The plan authorizes the issuance of up to 1,800,000 shares of common stock, all of which can be issued pursuant to the exercise of incentive stock options under the Plan during its ten-year term. Shares issued under the Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares.

Term of the Plan. No awards may be granted under the Plan after May 19, 2036.

Limitations and Adjustments to Shares Issuable Through the Plan. Awards for no more than 100,000 shares may be granted to a participant in a single year, however, awards for no more than 30,000 shares may be granted to a non-management director in a single year.

Generally, for purposes of determining the maximum number of shares of our common stock available for delivery under the Plan, shares that are not delivered because an award is forfeited, canceled, or settled in cash will not be deemed to have been delivered under the Plan. With respect to SARs paid in shares, all shares to which the SARs relate are counted against the Plan limits rather than the net number of shares delivered upon exercise. If shares are withheld to satisfy the exercise price of a stock option or the tax withholding obligation associated with any award, those withheld shares will not be available for reissuance under the Plan. In addition, shares purchased on the open market with the proceeds of an option exercise will not be available for reissuance under the Plan.

Proportionate adjustments will be made to all of the share limitations provided in the plan, including shares subject to outstanding awards, in the event of any recapitalization, reclassification, stock dividend, stock split, combination of shares or other change in the shares of our common stock. Further, the committee may adjust the terms of any award to the extent appropriate to provide participants with the same relative rights before and after the occurrence of any such event.

Minimum Vesting Requirements. All awards granted under the Plan must be made subject to a one-year vesting period, although this minimum vesting requirement does not apply to awards with respect to five percent of the shares authorized under the Plan.

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Amendments to the Plan. The board may amend or discontinue the plan at any time. However, our shareholders must approve any amendment that would:

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materially increase the benefits accruing to participants under the Plan;

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increase the number of shares of common stock that may be issued under the Plan;

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materially expand the classes of persons eligible to participate in the Plan;

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expand the types of awards available for grant under the Plan;

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materially extend the term of the Plan;

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materially change the method for determining the exercise price of a stock option or SAR; or

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permit the re-pricing of a stock option or SAR.

No amendment or discontinuance of the Plan may materially impair any previously granted award without the consent of the recipient.

Types of Incentives. Each of the types of incentives that may be granted under the Plan is described below:

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Stock Options. The committee may grant non-qualified stock options or incentive stock options to purchase shares of our common stock. The committee will determine the number and exercise price of the options, provided that the option exercise price may not be less than the fair market value of a share of common stock on the date of grant, except for an option granted in substitution of an outstanding award in an acquisition transaction. In addition, the committee will determine the time or times that the options become exercisable, provided that options are subject to the minimum vesting requirement and exception described above. The term of an option will also be determined by the committee, but may not exceed ten years from the date of the grant. As noted above, the committee may not, without the prior approval of our shareholders, decrease the exercise price for any outstanding option after the date of grant. In addition, an outstanding option may not, as of any date that the option has a per share exercise price that is greater than the then current fair market value of a share of common stock, be surrendered to us as consideration for the grant of a new option with a lower exercise price, another incentive, a cash payment or shares of common stock, unless approved by our shareholders. Incentive stock options will be subject to certain additional requirements necessary in order to qualify as incentive stock options under Section 422 of the Internal Revenue Code. In addition, participants holding stock options will not be entitled to any dividend equivalent rights for any period of time prior to exercise of the stock option.

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Stock Appreciation Rights. A stock appreciation right is a right to receive, without payment to us, a number of shares of common stock or an amount of cash determined by dividing the product of the number of shares as to which the SAR is exercised and the amount of the appreciation in each share by the fair market value of a share on the date of exercise of the right. The committee will determine the base price used to measure share appreciation, provided that the base price may not be less than the fair market value of a share of common stock on the date of grant, except for a SAR granted in substitution of an outstanding award in an acquisition transaction. In addition, the committee will determine whether the right may be paid in cash, shares of common stock, or a combination of the two, and the number and term of SARs, provided that the term of a SAR may not exceed ten years from the date of grant. SARs are subject to the minimum vesting requirement and exception described above. The Plan restricts decreases in the exercise price and certain exchanges of SARs on terms similar to the restrictions described above for stock options. Participants holding SARs will not be entitled to any dividend equivalent rights for any period of time prior to exercise of the SAR.

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Restricted Stock. Shares of common stock may be granted by the committee and made subject to restrictions on sale, pledge or other transfer by the recipient for a certain restricted period. All shares of restricted stock will be subject to such restrictions as the committee may provide in an agreement with the participant, provided that the minimum vesting requirements described above are satisfied. Subject to the restrictions provided in the agreement and the Plan, a participant receiving restricted stock shall have all of the rights of a shareholder as to such shares, including the right to receive dividends. Notwithstanding the previous sentence, if the vesting of the shares of restricted stock is based upon the attainment of performance goals, any and all cash and stock dividends paid with respect to the shares of restricted stock will be subject to attainment of the performance goals as applicable to the underlying shares of restricted stock.

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Restricted Stock Units. A restricted stock unit represents the right to receive from the Company on the scheduled vesting date or other specified payment date one share of common stock. All RSUs will be subject to such restrictions as the committee may provide in an agreement with the participant, provided that the minimum vesting requirements described above are satisfied. Subject to the restrictions provided in the incentive agreement and the Plan, a participant receiving RSUs shall have no rights of a shareholder as to such units until such time as shares of common stock are issued to the participant. RSUs may be granted with dividend equivalent rights; provided, however, that if the vesting of the RSUs is based upon the attainment of performance goals, any and all dividend equivalent rights with respect to the RSUs will be subject to the attainment of the performance goals applicable to the underlying RSUs.

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Other Stock-Based Awards. The plan also permits the committee to grant participants awards of shares of common stock and other awards that are denominated in, payable in, valued in whole or in part by reference to, or are otherwise based on the value of, or the appreciation in value of, shares of common stock (other stock-based awards). The committee has discretion to determine the times at which such awards are to be made, the size of such awards, the form of payment, and all other conditions of such awards, including any restrictions, deferral periods or performance requirements, provided that the minimum vesting requirements described above are satisfied. Other stock-based awards may be granted with dividend equivalent rights; provided, however, that if the vesting of the award is based upon the attainment of performance goals, any and all dividend equivalent rights with respect to the award will be subject to the attainment of the performance goals applicable to the underlying award.

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Clawback. The Plan also provides that Awards that are subject to recovery pursuant to any law, government regulation or exchange listing requirement requiring recovery, or any recovery policy adopted by the Company, will be subject to such deductions and clawbacks as set forth in such laws, government regulations, exchange requirements or policies. All determinations regarding the applicability of these provisions shall be in the discretion of the committee.

Termination of Employment; Change in Control. If a participant ceases to be an employee of the Company or to provide services to us for any reason, including death, disability, and retirement, the participant’s outstanding awards may be exercised, shall vest or shall expire at such time or times as may be determined by the committee and described in the incentive agreement.

Unless otherwise provided in an incentive agreement, upon a participant’s termination without cause or for good reason during the 24-month period following a change in control: (a) all options and SARs shall become immediately exercisable, and (b) all time-vested restrictions on restricted stock, RSUs or other stock-based awards shall lapse. With respect to outstanding awards with performance conditions, unless otherwise provided in an incentive agreement, all performance measures will be disregarded and the award will convert to a corresponding time-vested award at the target payout level, which will vest on the earlier of (a) the last day of the performance period, provided the participant remains employed through the performance period, or (b) the date of the participant’s termination without cause or for good reason. Further, in the event of a change in control, the committee may, in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s shareholders or any participant with respect to his or her outstanding awards, take one or more of the following actions:

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arrange for or otherwise provide that each outstanding award shall be assumed or a substantially similar award shall be substituted by a successor corporation or a parent or subsidiary of such successor corporation;

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require that all outstanding options and SARs be exercised on or before a specified date (before or after such change in control) fixed by the committee, after which specified date all unexercised options and SARs shall terminate;

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arrange or otherwise provide for payment of cash or other consideration to participants representing the value of such awards, if any, in exchange for the satisfaction and cancellation of outstanding awards, or cancel any outstanding awards for no payment if the award has no value; or

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make other appropriate adjustments or modifications.

Transferability of Awards. Awards under the Plan may not be transferred except by will or by the laws of descent and distribution.

Payment of Withholding Taxes. We may withhold from any payments or stock issuances under the Plan, or collect as a condition of payment, any taxes required by law to be withheld. The participant may, but is not required to, satisfy his or her withholding tax obligation by electing to deliver currently owned shares of common stock or to have the Company withhold, from the shares the participant would otherwise receive, shares, in each case having a value equal to the minimum amount required to be withheld or such other rate approved by the committee. This election must be made prior to the date on which the amount of tax to be withheld is determined.

Prohibition of Repricing. Under the Plan, the committee may not, without the approval of the Company’s shareholders, authorize the repricing of any outstanding option or SAR to reduce its exercise price, cancel any option or SAR in exchange for cash or another incentive when the exercise price exceeds the fair market value of the underlying shares, or take any other action with respect to an option or SAR that the Company determines would be treated as a repricing.

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Federal Income Tax Consequences of Incentives

The federal income tax consequences related to the issuance of the different types of incentives that may be granted under the Plan are summarized below. Participants who are granted incentives under the Plan should consult their own tax advisors to determine the tax consequences based on their particular circumstances.

Stock Options. A participant who is granted a stock option normally will not realize any income, nor will our Company normally receive any deduction for federal income tax purposes, in the year the option is granted. When a non-qualified stock option granted through the Plan is exercised, the participant will realize ordinary income measured by the difference between the aggregate purchase price of the shares acquired and the aggregate fair market value of the shares acquired on the exercise date and, subject to the limitations of Section 162(m) of the Internal Revenue Code, we will be entitled to a deduction in the year the option is exercised equal to the amount the participant is required to treat as ordinary income. An employee generally will not recognize any income upon the exercise of any incentive stock option, but the excess of the fair market value of the shares at the time of exercise over the option price will be an item of tax preference, which may, depending on particular factors relating to the employee, subject the employee to the alternative minimum tax imposed by Section 55 of the Internal Revenue Code. The alternative minimum tax is imposed in addition to the federal individual income tax, and it is intended to ensure that individual taxpayers do not completely avoid federal income tax by using preference items. An employee will recognize capital gain or loss in the amount of the difference between the exercise price and the sale price on the sale or exchange of stock acquired pursuant to the exercise of an incentive stock option, provided the employee does not dispose of such stock within two years from the date of grant and one year from the date of exercise of the incentive stock option (the holding periods). An employee disposing of such shares before the expiration of the holding periods will recognize ordinary income generally equal to the difference between the option price and the fair market value of the stock on the date of exercise. The remaining gain, if any, will be capital gain. The Company will not be entitled to a federal income tax deduction in connection with the exercise of an incentive stock option, except where the employee disposes of the shares received upon exercise before the expiration of the holding periods.

If the exercise price of a non-qualified option is paid by the surrender of previously owned shares, the basis and the holding period of the previously owned shares carry over to the same number of shares received in exchange for the previously owned shares. The compensation income recognized on exercise of these options is added to the basis of the shares received. If the exercised option is an incentive stock option and the shares surrendered were acquired through the exercise of an incentive stock option and have not been held for the holding periods, the optionee will recognize income on such exchange, and the basis of the shares received will be equal to the fair market value of the shares surrendered. If the applicable holding period has been met on the date of exercise, there will be no income recognition and the basis and the holding period of the previously owned shares will carry over to the same number of shares received in exchange, and the remaining shares will begin a new holding period and have a zero basis.

Stock Appreciation Rights. Generally, a participant who is granted a SAR under the Plan will not recognize any taxable income at the time of the grant. The participant will recognize ordinary income upon exercise equal to the amount of cash or the fair market value of the stock received on the day it is received. In general, there are no federal income tax deductions allowed to our Company upon the grant of SARs. Upon the exercise of the SAR, however, we will be entitled to a deduction equal to the amount of ordinary income that the participant is required to recognize as a result of the exercise, provided that the deduction is not otherwise disallowed under Section 162(m).

Restricted Stock. Unless the participant makes an election to accelerate recognition of the income to the date of grant (as described below), the participant will generally not recognize income, and we will not be allowed a tax deduction, at the time the restricted stock award is granted. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the shares as of that date, and we will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Section 162(m) of the Internal Revenue Code. If the participant files an election under Section 83(b) of the Internal Revenue Code within 30 days of the date of grant of restricted stock, the participant will recognize ordinary income as of the date of the grant equal to the fair market value of the stock as of that date, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. If the stock is later forfeited, however, the participant will not be able to recover the tax previously paid pursuant to a Section 83(b) election.

Restricted Stock Units. A participant will not be deemed to have received taxable income upon the grant of RSUs. The participant will be deemed to have received taxable ordinary income at such time as shares are distributed with respect to the RSUs in an amount equal to the fair market value of the shares distributed to the participant. Upon the distribution of shares to a participant with respect to RSUs, we will ordinarily be entitled to a deduction for federal income tax purposes in an amount equal to the taxable ordinary income of the participant, subject to any applicable limitations under Section 162(m) of the Internal Revenue Code. The basis of the shares received will equal the amount of taxable ordinary income recognized by the participant upon receipt of such shares.

Other Stock-Based Awards. Generally, a participant who is granted any other stock-based award under the Plan will recognize ordinary income at the time the cash or shares of common stock associated with the award are received. If stock is received, the ordinary income will be equal to the excess of the fair market value of the stock received over any amount paid by the participant in exchange for the stock. In the year that the participant recognizes ordinary taxable income in respect of such incentive, we will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income that the participant is required to recognize, provided that the deduction is not otherwise disallowed under Section 162(m).

Section 409A. If any incentive constitutes non-qualified deferred compensation under Section 409A of the Internal Revenue Code, it will be necessary that the award be structured to comply with Section 409A of the Internal Revenue Code to avoid the imposition of additional tax, penalties and interest on the participant.

Tax Consequences of a Change in Control. If, upon a change in control of the Company, the exercisability, vesting or payout of an incentive is accelerated, any excess on the date of the change in control of the fair market value of the shares or cash issued under accelerated awards over the purchase price of such shares, if any, may be characterized as “parachute payments” (within the meaning of Section 280G of the Internal Revenue Code) if the sum of such amounts and any other such contingent payments received by the employee exceeds an amount equal to three times the “base amount” for such employee. The base amount generally is the average of the annual compensation of the employee for the five years preceding such change in ownership or control. An “excess parachute payment” with respect to any employee is the excess of the parachute payments to such person, in the aggregate, over and above such person’s base amount. If the amounts received by an employee upon a change in control are characterized as parachute payments, the employee will be subject to a 20% excise tax on the excess parachute payment and we will be denied any deduction with respect to such excess parachute payment.

The foregoing discussion summarizes the federal income tax consequences of incentives that may be granted under the Plan based on current provisions of the Internal Revenue Code, which are subject to change. This summary does not cover any foreign, state or local tax consequences.

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Plan Benefits

Awards under the Plan are subject to the discretion of the committee and no determinations have been made by the committee as to any awards that may be granted pursuant to the Plan in the future.

In early 2026, the committee approved the following awards under the Current Plan to the individuals and groups described in the table below.

Name and Position/Group		Dollar Value⁽¹⁾	Number of Shares
John J. D’Angelo - President and Chief Executive Officer	$	448,910	16,324
John R. Campbell - Executive Vice President and Chief Financial Officer		239,085	8,694
Linda M. Crochet - Executive Vice President and Chief Operations Officer		125,483	4,563
Executive Group⁽²⁾		932,800	33,920
Non-Executive Director Group		479,842	17,174
Non-Executive Officer Employee Group		1,191,850	43,340

	⁽¹⁾	The dollar amount of our RSU awards reflects the aggregate fair value determined as of the date of the award in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation.
	⁽²⁾	Represents the Company’s four executive officers, including the Company’s three named executive officers shown separately above.

Equity Compensation Plan Information

The following table presents information as of December 31, 2025, regarding our incentive compensation plans under which common stock may be issued to employees and non-employees as compensation.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights⁽¹⁾	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column)
Equity compensation plans approved by security holders⁽²⁾	515,323	$	19.33	213,526
Equity compensation plans not approved by security holders⁽³⁾	49,014		16.71	—
Total	564,337		18.77	213,526

	⁽¹⁾	Includes 337,735 shares issuable pursuant to outstanding RSUs, which do not have an exercise price.
	⁽²⁾	Represents shares available for issuance under the Company’s Current Plan. The Current Plan authorizes the grant of various types of equity grants and awards, such as restricted stock, RSUs, stock options and SARs to eligible participants, which include all of the Company’s employees, non-employee directors, and consultants.
	⁽³⁾	The Investar Holding Corporation 2014 Long-Term Incentive Compensation Plan (the “2014 Plan”) was adopted by the Company’s board of directors on January 15, 2014 and was amended on March 13, 2014. Because the Company was a private corporation at the time of the adoption of the 2014 Plan, shareholder approval of the 2014 Plan was not required, nor was such approval obtained. A total of 600,000 shares of common stock was reserved for issuance pursuant to awards under the 2014 Plan. Effective May 24, 2017, no future awards will be granted under the 2014 Plan, although the terms and conditions of the 2014 Plan will continue to govern any outstanding awards thereunder.

As noted above, in early 2026, the committee granted RSUs to employees and directors with respect to 94,434 shares under the Current Plan. As such, there are currently approximately 119,566 shares remaining available for issuance under the Current Plan. See the table above under “Current Awards Outstanding and Shares Available for Grant” for current information regarding the shares outstanding and available for grant.

Required Vote. The affirmative vote by a majority of votes actually cast at the annual meeting is required for the approval of the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan.

Our board of directors unanimously recommends a vote “FOR” the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of March 23, 2026, we had approximately 716 holders of record including participants in security position listings. The following table sets forth information regarding the beneficial ownership of our common stock as of March 23, 2026, by each person or entity, including any group (as that term is used in Section 13(d)(3) of the Exchange Act), known to us to be the beneficial owner of more than 5% of our outstanding common stock. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act and is based upon the number of shares of our common stock outstanding as of March 23, 2026, which was 13,744,225 shares.

Name and Address	Number of Shares Beneficially Owned			Percent of Class
Wellington Management Group LLP		1,006,382	⁽¹⁾		7.3	%
280 Congress Street
Boston, MA 02210
Fourthstone LLC		695,992	⁽²⁾		5.1	%
575 Maryville Centre Drive, Suite 110
St. Louis, MO 63141

⁽¹⁾

The amount shown in the table above and the following information are based on the last Schedule 13G filed with the SEC on August 5, 2025 jointly by Wellington Management Group LLP (“Wellington”); Wellington Group Holdings LLP; Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP reporting beneficial ownership as of July 31, 2025. Each of Wellington; Wellington Group Holdings LLP; Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP reports shared voting and dispositive power over 1,006,382 shares of common stock. This includes 714,284 shares of common stock issuable upon the exercise of 15,000 shares of Series A Preferred Stock.

⁽²⁾

The amount shown in the table above and the following information are based on the last Schedule 13G filed with the SEC on February 13, 2026 jointly by Fourthstone LLC (“Fourthstone”); Fourthstone Master Opportunity Fund Ltd; Fourthstone GP LLC; Fourthstone QP Opportunity Fund LP; and Fourthstone Small-Cap Financials Fund LP, and L. Phillip Stone, IV reporting beneficial ownership as of December 31, 2025. Fourthstone reports shared voting and dispositive power over 695,992 shares of common stock. Fourthstone Master Opportunity Fund Ltd reports shared voting and dispositive power over 549,944 shares of common stock, Fourthstone GP LLC reports shared voting and dispositive power over 146,048 shares of common stock, Fourthstone QP Opportunity Fund LP reports shared voting and dispositive power over 144,396 shares of common stock, Fourthstone Small-Cap Financials Fund LP reports shared voting and dispositive power over 1,652 shares of common stock and L. Phillip Stone, IV reports shared voting and dispositive power over 695,992 shares of common stock.

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STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table includes information about the common stock owned by our directors, nominees and executive officers, as of March 23, 2026. Each of the persons listed in the table below under the heading “Directors and Nominees” currently serves as a director of the Company. Unless otherwise noted, the persons below have sole voting power and investment power with respect to the listed shares (subject to any applicable community property laws). The business address for each of the directors and executive officers listed below is 10500 Coursey Boulevard, Baton Rouge, Louisiana 70816. In computing each listed person’s particular percentage ownership, we deemed as outstanding for that particular person any shares of common stock issuable upon conversion of our Series A Preferred Stock held by that person, or subject to options currently exercisable or exercisable within 60 days of March 23, 2026 held by that person.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned⁽¹⁾	Number of Shares of Series A Preferred Stock Beneficially Owned	Percentage of Series A Preferred Stock Beneficially Owned
Directors and Nominees:
James F. Dunkerley	32,162	⁽²⁾	*	—	*
David A. Flack, M.D.	516,348	⁽³⁾	3.76%	—	*
Scott G. Ginn	20,709	⁽⁴⁾	*	250	*
William H. Hidalgo, Sr.	82,462	⁽⁵⁾	*	100	*
Rose J. Hudson	7,991		*	—	*
Gordon H. Joffrion, III	35,733	⁽⁶⁾	*	—	*
Robert Chris Jordan	84,538	⁽⁷⁾	*	600	1.85%
Julio A. Melara	12,698	⁽⁸⁾	*	25	*
Suzanne O. Middleton	38,320		*	—	*
Andrew C. Nelson, M.D.	153,973	⁽⁹⁾	1.12%	—	*
Frank L. Walker	17,460	⁽¹⁰⁾	*	100	*
James E. Yegge, M.D.	22,554	⁽¹¹⁾	*	—	*

Named Executive Officers:
John J. D’Angelo	404,910	⁽¹²⁾	2.91%	50	*
John R. Campbell	13,757	⁽¹³⁾	*	30	*
Linda M. Crochet	17,491	⁽¹⁴⁾	*	50	*
All directors, nominees, and executive officers as a group (16 persons total)	1,477,395		10.58%	1,215	3.74%

*	Represents less than 1% of each outstanding class of stock as of March 23, 2026.
⁽¹⁾	Ownership percentages reflect the ownership percentage assuming that such person, but no other person, exercises all stock options held by such person that are exercisable currently or within 60 days of March 23, 2026 and assuming the conversion of all Series A Preferred Stock held by such person into common stock. With respect to the ownership of all directors, nominees and executive officers as a group, the ownership percentage reflects ownership assuming that all such persons within the group, but no other person, exercises all stock options held by persons within the group that are exercisable currently or within 60 days of March 23, 2026 and assuming the conversion of all Series A Preferred Stock held by such persons within the group into common stock.
⁽²⁾	Includes 20,645 shares registered in the name of Mr. Dunkerley’s spouse.
⁽³⁾	Includes 85,156 shares registered in the name of Mr. Flack’s spouse.
⁽⁴⁾	Includes 11,904 shares of common stock issuable upon the conversion of 250 shares of Series A Preferred Stock held by Mr. Ginn.
⁽⁵⁾	Includes (i) 19,571 shares of common stock registered in the name of William H. Hidalgo Trust, (ii) 4,566 shares of common registered in the name of Mr. Hidalgo’s spouse, and (iii) 4,761 shares of common stock issuable upon the conversion of 100 shares of Series A Preferred Stock held by Mr. Hidalgo.
⁽⁶⁾	Includes 11,610 shares registered in the name of Mr. Joffrion’s spouse.
⁽⁷⁾	Includes 28,571 shares of common stock issuable upon the conversion of 600 shares of Series A Preferred Stock held by Mr. Jordan.
⁽⁸⁾	Includes (i) 2,436 shares of common stock held in Mr. Melara’s 401(k) account, and (ii) 1,190 shares of common stock issuable upon the conversion of 25 shares of Series A Preferred Stock held by Mr. Melara.
⁽⁹⁾	Includes 8,820 shares registered in the name of AJ’s Investment Co., LLC, an affiliate of Dr. Nelson. Dr. Nelson has shared voting and dispositive power and holds an aggregate 90% equity interest in AJ Investment Co LLC.
⁽¹⁰⁾	Includes (i) 1,305 shares of common stock held in Mr. Walker’s 401(k) account, and (ii) 4,761 shares of common stock issuable upon the conversion of 100 shares of Series A Preferred Stock held by Mr. Walker.
⁽¹¹⁾	Includes 8,820 shares registered in the name of AJ’s Investment Co., LLC, an affiliate of Dr. Yegge. Dr. Yegge has shared voting and dispositive power and holds an aggregate 10% equity interest in AJ Investment Co LLC.
⁽¹²⁾	Mr. D’Angelo is also a director. His ownership includes (i) 2,099 shares held in brokerage accounts by Mr. D’Angelo for the benefit of his four children, (ii) 250 shares registered in the name of Mr. D’Angelo’s spouse, (iii) 35,486 shares held through the Company’s 401(k) plan, (iv) 14,525 shares of unvested restricted stock units (“RSUs”) that vest within 60 days, (v) 157,190 stock options that are exercisable currently or within 60 days, (vi) 2,380 shares of common stock issuable upon the exercise of 50 shares of Series A Preferred Stock, and (vii) 67,811 shares pledged to First National Bankers Bank to secure a business line of credit and a term loan.
⁽¹³⁾	Includes (i) 4,153 shares of unvested RSUs that vest within 60 days, (ii) 4,058 stock options that are exercisable currently or within 60 days, and (iii) 1,428 shares of common stock issuable upon the conversion of 30 shares of Series A Preferred Stock held by Mr. Campbell.
⁽¹⁴⁾	Includes (i) 4,621 shares of unvested RSUs that vest within 60 days, and (ii) 2,380 shares of common stock issuable upon the conversion of 50 shares of Series A Preferred Stock held by Ms. Crochet.

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BOARD OF DIRECTORS

Board Composition and Refreshment

Effective January 1, 2026, David Flack and James Dunkerley were appointed to fill two newly created vacancies on the board of directors of Investar, with the initial term of each to expire upon the election of directors at Investar’s 2026 Annual Meeting. Our board is currently comprised of 13 directors, and each of our current directors has been nominated to serve a one-year term.

Information about Directors and Director Nominees

The following table lists the 13 directors currently serving on our board and nominated for election to our board at the 2026 Annual Meeting, each of whom also serves as a director of the Bank. The information below includes a brief discussion of the experience, qualifications and skills that led us to conclude that such individual should serve as a member of our board. We believe that our board consists of individuals who possess the integrity, education, work ethic and ability to work with others necessary to oversee our business effectively and to represent the interests of all shareholders. The information presented below highlights certain notable experience, qualifications and skills for each director nominee, but does not provide an exhaustive catalog of each and every qualification and skill that a director nominee possesses.

Each of Messrs. Flack and Dunkerley was appointed to serve on our board in connection with our acquisition of Wichita Falls Bancshares, Inc. The merger agreement provides for an initial appointment of Messrs. Flack and Dunkerley with a term expiring at the 2026 Annual Meeting, with an obligation to renominate each such director at the 2026 Annual Meeting.

Name	Age	Background, Qualifications and Skills
John J. D’Angelo Director since 2013	66	Mr. D’Angelo has been the President and Chief Executive Officer (“CEO”) of the Company since our organization as a bank holding company in 2013. He has also served as the Bank’s President and CEO since its organization in 2006. Prior to the Bank’s organization, Mr. D’Angelo was manager of the private banking, small business banking, construction lending, brokerage and trust areas of Hibernia National Bank (the predecessor to Capital One, N.A.) for more than six years in the East Baton Rouge Parish, Louisiana, market. From 1996 to 2005, Mr. D’Angelo was president and director of Aegis Lending Corporation, a company with lending operations in 46 states and the District of Columbia. As the founder of the Bank and its current CEO, Mr. D’Angelo has a detailed understanding of our history, current operations, future plans and strategies. His extensive banking experience is an additional qualification to serve on our board.
James F. Dunkerley Director since 2026 Independent	61	Mr. Dunkerley is a seasoned financial professional with over 40 years of experience spanning commercial and residential lending, investment, portfolio management, real estate development, construction, and brokerage. His career highlights include founding a leading mortgage warehouse lender in 2003 and driving significant business growth and innovation. Mr. Dunkerley previously served on the board of directors of Wichita Falls Bancshares, Inc. and its subsidiary, First National Bank, in Wichita Falls, Texas. Following the completion of Investar Holding Corporation’s acquisition of Wichita Falls Bancshares, Inc. on January 1, 2026, he was appointed to the board of directors of Investar Holding Corporation. Mr. Dunkerley’s extensive experience and strong relationships in the north Dallas and Wichita Falls markets qualify him to serve on our board.
David A. Flack, M.D. Director since 2026 Independent	68	Dr. Flack is a board-certified pathologist and is a founding shareholder and officer of Pathology Associates of North Texas, P.A. established in 1988. He also serves as the Laboratory Medical Director for Pathology Associates of North Texas, the United Regional Health Care System in Wichita Falls, Texas, and other surrounding area rural hospitals and clinics. Additionally, he currently serves as a board member of the United Regional Foundation, the North Central Texas Community Health Care Center, and Our Blood Institute. Dr. Flack previously served as President and as a board member of Wichita Falls Bancshares, Inc and as a board member of its subsidiary First National Bank. Following the completion of Investar Holding Corporation’s acquisition of Wichita Falls Bancshares, Inc. on January 1, 2026, he was appointed to the board of directors of Investar Holding Corporation. Dr. Flack’s background as a physician and extensive experience and strong relationships in the north Dallas and Wichita Falls markets qualify him to serve on our board.
Scott G. Ginn Director since 2024 Independent	57	Mr. Ginn is the Chief Operating Officer for Amedisys, Inc., a leading provider of home health, hospice, personal care and high-acuity care. He has led financial teams at Amedisys since 2007, serving as Senior Vice President of Accounting and Controller and Chief Accounting Officer before being named Chief Financial Officer in 2017 and Chief Operating Officer in 2022. Prior to joining Amedisys, Mr. Ginn served as a Director at Postlethwaite & Netterville, a professional accounting and business advisory firm. He is a Certified Public Accountant, a graduate of Louisiana State University and a resident of Baton Rouge, Louisiana. Mr. Ginn’s commitment and dedication have led to numerous accolades, and he was named 2022 Best Chief Financial Officer in Institutional Magazine’s All-America Executive Team Midcap Survey for the Managed Care and Health Care Facilities. Mr. Ginn’s public company background and extensive financial expertise qualifies him to serve on our board. Mr. Ginn qualifies as an audit committee financial expert.
William H. Hidalgo, Sr. Director since 2013 Independent	86	Mr. Hidalgo, the Chairman of our board, is the owner and managing member of Halimar Shipyard, LLC, a shipyard management company in Morgan City, Louisiana, and is an active marine consulting engineer. From May 1994 to October 2001, Mr. Hidalgo served as President and CEO of Conrad Industries, Inc., a publicly-traded marine vessel and offshore drilling component construction company in Morgan City. Mr. Hidalgo’s experience as president and CEO of a public company provides the board with knowledge of matters relevant to the successful management of a public company. As with a number of other directors, as a business owner, Mr. Hidalgo is able to add a borrower’s perspective to board discussions. His significant experience owning and operating companies also enables him to help the board efficiently manage the Company’s growth.
Rose J. Hudson Director since 2022 Independent	61	Ms. Hudson is the President and CEO of Louisiana Lottery Corporation and has served in that capacity since 2006. Ms. Hudson has been active in service to the Baton Rouge community for many years. She has served on the board of directors of the Mary Bird Perkins Cancer Foundation. She is also the immediate past chair of the board of directors of Woman’s Hospital. She currently serves as a board member of Dillard University in New Orleans. In addition, as the President and CEO of Louisiana Lottery Corporation for almost 20 years, Ms. Hudson brings to the board valuable insight into the processes and procedures necessary to manage a large, highly-regulated enterprise. Ms. Hudson’s leadership experience, education, and management experience, as well as extensive involvement in the local community, qualify her to serve on our board.

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Gordon H. Joffrion, III Director since 2013 Independent	72	Mr. Joffrion has worked as a licensed general contractor since 1979. Since 2006, he has served as the General Manager of Joffrion Construction, Inc., a commercial and residential construction business in Baton Rouge, Louisiana, one of our primary markets. Mr. Joffrion’s long-standing business and personal relationships in the Baton Rouge area, as well as his strong knowledge of the business conditions in Baton Rouge, qualify him to serve on our board. Commercial real estate lending is a significant aspect of our operations. Mr. Joffrion’s extensive knowledge of the real estate and construction industries provides the board with an additional resource in understanding the risks and trends associated with commercial real estate.
Robert Chris Jordan Director since 2017 Independent	72	Mr. Jordan, a resident of New Iberia, Louisiana, has served as Managing Member of Vermillion Business Group since 1989. Vermillion Business Group develops properties for several Fortune 500 companies and also develops gated and non-gated subdivisions and industrial parks. Mr. Jordan is involved in numerous civic and non-profit associations in the Lafayette, Louisiana region. Commercial real estate lending is a significant aspect of our operations. Mr. Jordan’s extensive experience in commercial real estate development enables him to provide valuable insight with respect to our commercial real estate operations throughout our footprint. In addition, Mr. Jordan’s extensive experience in the Lafayette business community, and his significant contacts within the community, qualify him to serve on our board.
Julio A. Melara Director since 2023 Independent	61	Mr. Melara has served as President and CEO of Melara Enterprises, LLC since 2021. Melara Enterprises, LLC publishes the Greater Baton Rouge Business Report, 225 Magazine, inRegister Magazine, Daily Report online news, 1012 Industry Report, and other specialty publications. He is also the President and CEO of StudioE, a content, communications, and creative studio. He serves and has served on numerous boards of directors, including the National Alliance of Area Business Publishers, Tiger Athletic Foundation, and Joe Burrow Foundation. In addition to his extensive involvement in the local community, Mr. Melara's background as a businessman allows him to add a customer’s perspective to the board’s discussions and qualifies him to serve on our board.
Suzanne O. Middleton Director since 2013 Independent	66	Ms. Middleton currently serves as the Chairman of the Bank. Since April 1999, she has worked as the Chief Financial Officer of Credit One, LLC, a debt buying and collection company based in Metairie, Louisiana. As a chief financial officer, Ms. Middleton brings to our board extensive accounting, management, strategic planning, risk assessment and financial skills, which are important to the oversight of our financial reporting, enterprise and operational risk management operations. Her background and experience are important in the formulation of board policy. Her knowledge of the New Orleans, Louisiana, area allows her to provide insight regarding our growth plans in that market.
Andrew C. Nelson, M.D. Director since 2013 Independent	60	Dr. Nelson is a board certified gastroenterologist and is currently a partner with Texas Digestive Disease Consultants, a medical practice. From 1997 to 2018, he worked as a practicing partner with Gastroenterology Associates, a medical practice in Baton Rouge, Louisiana. In addition to the different perspective on our banking operations that Dr. Nelson’s background as a physician gives him, Dr. Nelson’s experience as a business owner allows him to provide insight and understanding of our customers’ needs, as well as an understanding of successful business operations.
Frank L. Walker Director since 2013 Independent	65	Mr. Walker has been the Chief Financial Officer of JP Oil Holdings, LLC since 1996. JP Oil Holdings, LLC, headquartered in Lafayette, Louisiana, is an oil and gas exploration and production company as well as an investor in commercial real estate. Mr. Walker also serves on the Board of Trustees and as Treasurer of Ochsner Lafayette General Health, a seven-hospital system with an additional six clinical affiliate hospitals in southwest Louisiana. Mr. Walker’s financial and accounting expertise, combined with his experience in the oil and gas industry, are valuable to our Company and our board. In addition, Mr. Walker’s knowledge and contacts in Lafayette help us to develop our strategies to further expand our presence in that area.
James E. Yegge, M.D. Director since 2023 Independent	60	Dr. Yegge has been a board certified nephrologist at Renal Associates of Baton Rouge, LLC since 2002. Dr. Yegge’s extensive experience in the healthcare industry and his community ties in our markets are valuable to our Company and our board. In addition, Dr. Yegge’s background as a physician and relationships in the local community offer a unique perspective on our banking operations with regard to understanding how we can better serve our customers’ needs.

CORPORATE GOVERNANCE

We are committed to strong and effective governance practices that promote and protect the interests of our shareholders. Our commitment to good corporate governance is illustrated by the following highlights.

12 of 13 director nominees are independent	100% independent audit, compensation, compliance and nominating and governance committees	Separate Chairman and CEO roles

Stock ownership guidelines for directors and executive officers	No meeting attendance fees for directors	Clawback policy

Robust Code of Conduct and Code of Ethics	Declassified board of directors	No shareholders’ rights plan

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Board Independence

Our board has determined that each of James F. Dunkerley, David A. Flack, M.D., Scott G. Ginn, William H. Hidalgo, Sr., Rose J. Hudson, Robert Chris Jordan, Gordon H. Joffrion, III, Julio A. Melara, Suzanne O. Middleton, Andrew C. Nelson, M.D., Frank L. Walker, and James E. Yegge, M.D. is an “independent director” as defined under Rule 5605(a)(2) of The Nasdaq Stock Market, LLC (“Nasdaq”).

The board considered the commercial, banking, legal, charitable and familial relationships between our directors and Investar or the Bank when affirmatively determining each director’s status as an “independent director” under Nasdaq Rule 5605(a)(2), including the relationships listed below under “CERTAIN TRANSACTIONS.” The board determined that these relationships did not affect the above-named directors’ status as “independent directors.” Furthermore, we are not aware of any family relationships between any director, executive officer or person nominated to become a director or executive officer other than as listed under “CERTAIN TRANSACTIONS.”

Board Leadership Structure

The board has not adopted a formal policy regarding the separation of the roles of Chairman of the Board and CEO because the board believes that it is in our best interests to make that determination from time to time based on the position and direction of our organization and the composition of our board. Currently, Mr. Hidalgo serves as Chairman of the Board of the Company, while Mr. D’Angelo is the President and CEO of the Company and the Bank. We believe that at this time, this structure (as opposed to combining the positions of Chairman of the Board and CEO) is appropriate for us for two primary reasons. First, having a separate board chairman allows Mr. D’Angelo to focus fully on his primary responsibilities, which include implementing our strategic plans and managing the day-to-day operations of the Company and the Bank, rather than being occupied with fulfilling the duties of the Chairman of the Board, such as scheduling board meetings and otherwise managing the board. Second, we believe that having the board chairman position separate from the CEO allows the board to more effectively fulfill its obligation to oversee our management.

Board’s Role in Risk Oversight

Although the full board is ultimately responsible for the oversight of our risk management processes, the board is assisted in this task by a number of its committees and committees of the Bank’s board of directors. All of our directors are also members of the Bank’s board of directors. These committees are primarily responsible for considering and overseeing the risks within their particular area of concern. The enterprise risk committee includes members of management and members of the board and oversees the overall risk management of the Company. Our audit committee focuses on financial reporting and operational risk. As provided in its charter, the audit committee is required to meet regularly with management, our independent registered public accounting firm and our internal auditors to discuss the integrity of our financial reporting processes and internal controls as well as the steps that have been taken to monitor and control risks related to such matters. The audit committee also meets with management to discuss our major risk exposures and the steps management has taken to monitor and control such exposures, including risk assessment and risk management policies. Our compensation committee, whose duties are described in more detail below, evaluates the risks that our executive compensation programs may generate. We also delegate certain risk oversight functions to committees of the Bank on which our directors serve as all of the members. The Bank’s compliance committee assists the board in fulfilling its responsibilities relating to oversight of operational compliance with applicable regulatory requirements and sound ethical standards, and oversees our relationship with our principal regulatory authorities. The committee also oversees education, training and communications with the goal of having our policies and procedures on regulatory compliance and ethics properly disseminated, understood and followed. The full board is responsible for oversight of risks from cybersecurity threats. Oversight of cybersecurity risk management is performed primarily by the full board and the Information Technology (“IT”) committee. The IT committee consists of members of the board and key members of management. For additional information regarding our cybersecurity risk management, strategy and governance, see Part I. Item 1C. Cybersecurity in our 2025 Annual Report. The Bank’s credit committee is primarily responsible for credit and other risks arising in connection with our lending activities, which includes overseeing management committees that also address these risks. The Bank’s asset-liability committee monitors our interest rate risk, with the goal of structuring our asset-liability composition to maximize net interest income while minimizing the adverse impact of changes in interest rates on net interest income and capital.

Each committee meets regularly with management to assist in identifying all of the risks within such committee’s areas of responsibility and in monitoring and, where necessary, taking appropriate action to mitigate the applicable risks. Following each committee meeting, the committee chairman provides a report at the next board meeting to the full board on issues related to such committee’s risk oversight duties. To the extent that any risks reported to the full board need to be discussed outside the presence of management, the board will call an executive session to discuss these issues.

We believe the board’s approach to fulfilling its risk oversight responsibilities complements its leadership structure. In his capacity as Chairman of the Board, Mr. Hidalgo reviews whether our board committees are addressing their risk oversight duties in a comprehensive and timely manner. Based on the outcome of these reviews, Mr. D’Angelo assists these committees in fulfilling their duties by (1) requiring that our management team provide these committees with all requested reports and other information, as well as with access to our employees, and (2) implementing recommendations of the various board committees to mitigate risk.

Board Meeting Attendance

Our board held 12 meetings during 2025. During 2025, all of our directors attended at least 75% of the total number of board meetings and the meetings of the committees on which they served during the periods that they served. The members of the board who are “independent directors” under Nasdaq Rule 5605(a)(2) met in executive session twice during 2025.

Although we do not have a policy requiring director attendance at our annual meeting, all but two of our Company directors at the time attended the 2025 Annual Meeting.

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Board Committees

To assist in the performance of its responsibilities, our board has established standing committees. These committees include our executive committee as well as our audit committee, compliance committee, compensation committee and nominating and governance committee. The board also may establish additional committees as it deems necessary or appropriate, in accordance with applicable laws and regulations and our corporate governance documents. The table below reflects the current membership of our standing committees.

Name of Director	Executive Committee	Audit Committee	Compliance Committee*	Compensation Committee	Nominating and Governance Committee
John J. D’Angelo	Chair
James F. Dunkerley		X	X
David A. Flack, M.D.
Scott G. Ginn		Chair**
William H. Hidalgo, Sr.	X
Rose J. Hudson		X	Chair
Gordon H. Joffrion, III
Robert Chris Jordan					Chair
Julio A. Melara			X	Chair	X
Suzanne O. Middleton	X	X		X
Andrew C. Nelson, M.D.	X			X	X
Frank L. Walker			X
James E. Yegge, M.D.				X	X

* Committee of the board of the Bank

** Audit committee financial expert, as defined by the SEC

Committee charters for the executive committee, audit committee, compliance committee, compensation committee and nominating and governance committee can be found under the “Investors” tab on our website at www.investarbank.com by selecting “Corporate Governance – Corporate Governance Information” and then selecting the applicable committee charter. The following charts summarize the primary responsibilities of each of the committees.

SEC Form DEF 14A filed by Investar Holding Corporation