Investar Holding Corp

false 0001602658 0001602658 2026-07-17 2026-07-17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2026 Investar Holding Corporation (Exact name of registrant as specified in its charter) Louisiana 001-36522 27-1560715 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 10500 Coursey Blvd. Baton Rouge , Louisiana 70816 (Address of principal executive offices) (Zip Code) Registrant ’ s telephone number, including area code: ( 225 ) 227-2222 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock , $1.00 par value per share ISTR The Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02 Results of Operations and Financial Condition On July 20, 2026, Investar Holding Corporation (the “Company”), the holding company of Investar Bank, National Association (the “Bank”), issued a press release reporting second quarter 2026 results and posted on its website its second quarter 2026 earnings release and investor presentation. The materials contain forward-looking statements regarding the Company and include a cautionary note identifying important factors that could cause actual results to differ materially from those anticipated. Copies of the earnings release and investor presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, including Exhibit 99.1 and Exhibit 99.2 of this Current Report, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 17, 2026 , the Company, through its wholly-owned subsidiary, the Bank, entered into Employment Agreements (each, an “Employment Agreement”) and Salary Continuation Agreements (each, a “Salary Continuation Agreement”) with each of Linda M. Crochet and Jeffrey W. Martin (each, an “Executive” and together, the “Executives”). Ms. Crochet will continue to serve as Executive Vice President and Chief Operations Officer of the Bank. Mr. Martin will continue to serve as Executive Vice President and Chief Risk Officer of the Bank. The Board of Directors of the Company (the “Company Board”), acting upon the recommendation of the Compensation Committee of the Company Board, approved each of the agreements. The Employment Agreements and the Salary Continuation Agreements are effective July 17, 2026 (the “Effective Date”). Employment Agreements The initial term of each Employment Agreement expires on July 17, 2029 and will automatically renew for successive one-year periods unless written notice of non-renewal is given by either party to the other at least ninety (90) days prior to the expiration of the then-current term. Under Ms. Crochet’s Employment Agreement, she is entitled to $280,000 in annual base salary. Ms. Crochet is also eligible to receive annual incentive compensation of up to 36% of her base salary earned for that calendar year, subject to the discretion and approval of the Company Board. Under Mr. Martin’s Employment Agreement, he is entitled to $275,000 in annual base salary. Mr. Martin is also eligible to receive annual incentive compensation of up to 36% of his base salary earned for that calendar year, subject to the discretion and approval of the Company Board. The Executives are each entitled to participate in the employee benefit plans, programs and policies maintained by the Company and Bank applicable generally to senior executives in accordance with the terms and conditions of such arrangements as in effect from time to time and as otherwise set forth in each Employment Agreement, and the Employment Agreements also provide for paid time off and reimbursement of reasonable travel and entertainment expenses. Under the terms of the Employment Agreements, if the Company and the Bank terminate the Executive’s employment for disability (as defined in the Employment Agreements), the Executive will be entitled to any accrued but unpaid base salary and incentive compensation and other vested benefits and the continued payment of the Executive’s then-current base salary for one hundred eighty (180) days. In addition, if the Company and the Bank terminate the Executive’s employment other than for cause (as defined in the Employment Agreements), death, or disability, or the Executive terminates employment for good reason (as defined in the Employment Agreements), the Executive will be entitled to: • any accrued but unpaid base salary and incentive compensation and other vested benefits; • an amount equal to the sum of the Executive’s then-current base salary plus the average annual bonus paid to the Executive over the preceding three (3) calendar years, to be paid in equal monthly installments over twelve (12) months; and • continued medical insurance coverage for the Executive and the Executive’s dependents for eighteen (18) months following the date of termination, unless the Executive becomes eligible to receive group health benefits under a subsequent employer. Under the terms of the Employment Agreements, if the Company and the Bank terminate the Executive’s employment other than for cause, death or disability, or the Executive terminates employment for good reason, in either case during the term of the Employment Agreement within six (6) months prior to or twelve (12) months following a change in control, the Executive will be entitled to the benefits outlined above and to an additional amount paid in a lump sum equal to 50% of the sum of the Executive’s then-current base salary plus the average annual bonus paid to the Executive over the preceding three (3) calendar years. The Employment Agreements contain provisions governing the non-disclosure and non-use of the trade secrets and confidential information of the Company and the Bank and mutual covenants not to disparage the other party. In addition, the Employment Agreements include non-competition, non-solicitation of customers and non-piracy of employees covenants that remain in effect for twelve (12) months following the termination of the Executive’s employment (or eighteen (18) months following termination in connection with a change in control). Additionally, each Executive is subject to certain forfeiture, regulatory and reco