Investar Holding (NASDAQ: ISTR) posts higher Q2 2026 profit after WFB acquisition
Investar Holding Corporation reported substantially larger mid‑2026 balances, largely reflecting its January 1, 2026 acquisition of Wichita Falls Bancshares. Total assets were $3,861,673 thousand at June 30, 2026, up from $2,833,048 thousand at December 31, 2025, with loans of $3,059,887 thousand and deposits of $3,213,886 thousand.
For the quarter ended June 30, 2026, net interest income was $33,449 thousand and net income was $9,472 thousand, compared with $19,644 thousand and $4,494 thousand a year earlier. Net income available to common shareholders was $8,944 thousand, or basic earnings of $0.64 per share and diluted earnings of $0.61.
The Wichita Falls Bancshares transaction added $1,145,410 thousand in assets, including $950,235 thousand of net loans and $1,023,365 thousand of deposits, for total consideration of $112,887 thousand. It generated goodwill of $18,179 thousand and a $13,570 thousand core deposit intangible. The allowance for credit losses increased to $36,251 thousand, while nonaccrual loans totaled $18,462 thousand.
Positive
- Quarterly net income rose to $9,472 thousand from $4,494 thousand a year earlier, with basic EPS increasing to $0.64 from $0.46, reflecting higher net interest income and contributions from the Wichita Falls Bancshares acquisition.
Negative
- None.
Filing Explained
The completed acquisition increased the common share base, creating dilution for existing holders absent offsetting changes.
The completed Wichita Falls Bancshares acquisition issued 3,955,272 Investar common shares as part of its consideration, so the structural effect is an expanded common-share base.
Common shares issued and outstanding increased from
The diluted-earnings calculation includes 1,547,603 shares for the Series A preferred stock under an if-converted method, while the balance sheet separately reports 32,500 preferred shares issued and outstanding; this describes the EPS calculation rather than a reported conversion.
The acquisition allocation remains preliminary: the filing says its fair values may be refined for up to one year after the
Key Figures
Key Terms
Allowance for Credit Losses financial
Current Expected Credit Loss financial
Purchased Seasoned Loan financial
Nonaccrual loans financial
Core deposit intangible asset financial
Comprehensive income financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Investar Holding (ISTR) perform financially in Q2 2026?
What were Investar Holding (ISTR)'s results for the first half of 2026?
What is Investar Holding (ISTR)'s balance sheet size as of June 30, 2026?
What are the key terms of Investar Holding (ISTR)'s Wichita Falls Bancshares acquisition?
How strong is Investar Holding (ISTR)'s credit loss allowance and asset quality?
How many Investar Holding (ISTR) common shares were outstanding in mid‑2026?
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_____________________________________
FORM
_____________________________________
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
Investar Holding Corporation
(Exact name of registrant as specified in its charter)
| | | ||||
| (State or other jurisdiction of | (I.R.S. Employer |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| | | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | | ☒ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | | ||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of the issuer’s class of common stock, as of the latest practicable date, is as follows: Common stock, $1.00 par value,
TABLE OF CONTENTS
| Part I. Financial Information |
||||||||
| Item 1. |
Financial Statements (Unaudited) |
4 |
||||||
| Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 |
4 |
|||||||
| Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025 |
5 |
|||||||
| Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 |
6 |
|||||||
| Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 |
7 |
|||||||
| Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 |
9 |
|||||||
| Notes to the Consolidated Financial Statements |
11 |
|||||||
| Note 1. Summary of Significant Accounting Policies |
11 |
|||||||
| Note 2. Business Combinations | 13 | |||||||
| Note 3. Earnings Per Common Share |
14 | |||||||
| Note 4. Investment Securities |
15 | |||||||
| Note 5. Loans and Allowance for Credit Losses |
18 | |||||||
| Note 6. Goodwill and Other Intangible Assets | 27 | |||||||
| Note 7. Stockholders’ Equity |
28 | |||||||
| Note 8. Stock-Based Compensation | 29 | |||||||
| Note 9. Derivative Financial Instruments |
31 | |||||||
| Note 10. Fair Values of Financial Instruments |
32 | |||||||
| Note 11. Income Taxes |
37 | |||||||
| Note 12. Commitments and Contingencies |
37 | |||||||
| Note 13. Leases |
38 | |||||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
39 | ||||||
| Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
63 | ||||||
| Item 4. |
Controls and Procedures |
63 | ||||||
| Part II. Other Information |
||||||||
| Item 1A. |
Risk Factors |
64 | ||||||
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
64 | ||||||
| Item 5. | Other Information | 65 | ||||||
| Item 6. |
Exhibits |
66 | ||||||
| Signatures |
67 | |||||||
GLOSSARY OF DEFINED TERMS
Below is a listing of certain acronyms, abbreviations and defined terms, among others, used throughout this Quarterly Report on Form 10-Q.
| 2032 Notes | – | 5.125% Fixed-to-Floating Rate Subordinated Notes due 2032 |
| ACL | – | Allowance for Credit Losses |
| AFS |
– |
Available For Sale |
| ALCO |
– |
Asset/Liability Committee |
| Annual Report | – | Investar Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026 |
| ASC |
– |
Accounting Standards Codification |
| ASU |
– |
Accounting Standards Update |
| Bank | – | Investar Bank, National Association |
| Board | – | Board of Directors of Investar Holding Corporation |
| BOLI |
– |
Bank Owned Life Insurance |
| CECL |
– |
Current Expected Credit Loss |
| CODM | – | Chief Operating Decision Maker |
| Company | – | Investar Holding Corporation and its wholly-owned subsidiary the Bank (also, “we,” “our,” or “us”) |
| FASB |
– |
Financial Accounting Standards Board |
| FDIC |
– |
Federal Deposit Insurance Corporation |
| FHLB |
– |
Federal Home Loan Bank |
| FNB | – | First National Bank |
| FRB |
– |
Federal Reserve Bank of Atlanta |
| GAAP |
– |
U.S. Generally Accepted Accounting Principles |
| HTM |
– |
Held To Maturity |
| MD&A | – | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| NAICS | – | North American Industry Classification System |
| OCC | – | Office of the Comptroller of the Currency |
| PCD |
– |
Purchased Credit Deteriorated |
| PSL |
– |
Purchased Seasoned Loan |
| ROU |
– |
Right-Of-Use |
| RSU | – | Restricted Stock Unit |
| SBIC |
– |
Small Business Investment Company |
| SEC | – | U.S. Securities and Exchange Commission |
| Series A Preferred Stock | – | 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock |
| WFB | – | Wichita Falls Bancshares, Inc. |
| U.S. |
– |
United States |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INVESTAR HOLDING CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and due from banks | $ | $ | ||||||
| Interest-bearing balances due from other banks | ||||||||
| Cash and cash equivalents | ||||||||
| Available for sale securities at fair value (amortized cost of $459,375 and $416,002, respectively) | ||||||||
| Held to maturity securities at amortized cost (fair value of $49,450 and $50,540, respectively) | ||||||||
| Loans | ||||||||
| Less: allowance for credit losses | ( | ) | ( | ) | ||||
| Loans, net | ||||||||
| Equity securities at fair value | ||||||||
| Nonmarketable equity securities | ||||||||
| Bank premises and equipment, net of accumulated depreciation of $25,268 and $23,836, respectively | ||||||||
| Other real estate owned, net | ||||||||
| Accrued interest receivable | ||||||||
| Deferred tax asset | ||||||||
| Goodwill and other intangible assets, net | ||||||||
| Bank owned life insurance | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Deposits: | ||||||||
| Noninterest-bearing | $ | $ | ||||||
| Interest-bearing | ||||||||
| Total deposits | ||||||||
| Advances from Federal Home Loan Bank | ||||||||
| Repurchase agreements | ||||||||
| Subordinated debt, net of unamortized issuance costs | ||||||||
| Junior subordinated debt | ||||||||
| Accrued taxes and other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 12) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, no par value per share; 5,000,000 shares authorized; 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock; 32,500 shares ($1,000 liquidation preference) issued and outstanding at June 30, 2026 and December 31, 2025 | ||||||||
| Common stock, $1.00 par value per share; 40,000,000 shares authorized; 13,777,385 and 9,798,948 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | ||||||||
| Surplus | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
INVESTAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| INTEREST INCOME |
||||||||||||||||
| Interest and fees on loans |
$ | $ | $ | $ | ||||||||||||
| Interest on investment securities: |
||||||||||||||||
| Taxable |
||||||||||||||||
| Tax-exempt |
||||||||||||||||
| Other interest income |
||||||||||||||||
| Total interest income |
||||||||||||||||
| INTEREST EXPENSE |
||||||||||||||||
| Interest on deposits |
||||||||||||||||
| Interest on borrowings |
||||||||||||||||
| Total interest expense |
||||||||||||||||
| Net interest income |
||||||||||||||||
| Provision for (reversal of) credit losses |
( |
) | ( |
) | ||||||||||||
| Net interest income after provision for (reversal of) credit losses |
||||||||||||||||
| NONINTEREST INCOME |
||||||||||||||||
| Service charges on deposit accounts |
||||||||||||||||
| Gain on call or sale of investment securities, net |
||||||||||||||||
| Loss on sale or disposition of bank premises and equipment, net |
( |
) | ||||||||||||||
| Gain (loss) on sale of other real estate owned, net |
( |
) | ||||||||||||||
| Gain on sale of loans |
||||||||||||||||
| Interchange fees |
||||||||||||||||
| Income from bank owned life insurance |
||||||||||||||||
| Change in the fair value of equity securities |
( |
) | ||||||||||||||
| Other operating income |
||||||||||||||||
| Total noninterest income |
||||||||||||||||
| NONINTEREST EXPENSE |
||||||||||||||||
| Depreciation and amortization |
||||||||||||||||
| Salaries and employee benefits |
||||||||||||||||
| Occupancy |
||||||||||||||||
| Data processing |
||||||||||||||||
| Marketing |
||||||||||||||||
| Professional fees |
||||||||||||||||
| Acquisition expense |
||||||||||||||||
| Other operating expenses |
||||||||||||||||
| Total noninterest expense |
||||||||||||||||
| Income before income tax expense |
||||||||||||||||
| Income tax expense |
||||||||||||||||
| Net income |
||||||||||||||||
| Preferred stock dividends declared |
||||||||||||||||
| Net income available to common shareholders |
$ | $ | $ | $ | ||||||||||||
| EARNINGS PER COMMON SHARE |
||||||||||||||||
| Basic earnings per common share |
$ | $ | $ | $ | ||||||||||||
| Diluted earnings per common share |
||||||||||||||||
See accompanying notes to the consolidated financial statements.
INVESTAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
(Unaudited)
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Net income |
$ | $ | $ | $ | ||||||||||||
| Other comprehensive (loss) income: |
||||||||||||||||
| Investment securities: |
||||||||||||||||
| Unrealized (loss) gain, available for sale, net of tax (benefit) expense of ($188), $339, ($565) and $1,821, respectively |
( |
) | ( |
) | ||||||||||||
| Reclassification of realized gain, available for sale, net of tax expense of $3, $0, $3 and $0, respectively |
( |
) | ( |
) | ||||||||||||
| Total other comprehensive (loss) income |
( |
) | ( |
) | ||||||||||||
| Total comprehensive income |
$ | $ | $ | $ | ||||||||||||
See accompanying notes to the consolidated financial statements.
INVESTAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Amounts in thousands, except per share data)
(Unaudited)
| Preferred Stock | Common Stock | Surplus | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||
| Three months ended June 30, 2026: | ||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Common stock issued in acquisition of Wichita Falls Bancshares, Inc., net of issuance costs | ( | ) | ( | ) | ||||||||||||||||||||
| Surrendered shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Preferred stock dividends declared, $16.25 per share | ( | ) | ( | ) | ||||||||||||||||||||
| Common stock dividends declared, $0.12 per share | ( | ) | ( | ) | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Shares repurchased | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net income | ||||||||||||||||||||||||
| Other comprehensive loss, net | ( | ) | ( | ) | ||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Common Stock | Surplus | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Equity | ||||||||||||||||
| Three months ended June 30, 2025: | ||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Surrendered shares | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Options exercised | ||||||||||||||||||||
| Common stock dividends declared, $0.11 per share | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Shares repurchased | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net income | ||||||||||||||||||||
| Other comprehensive income, net | ||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
See accompanying notes to the consolidated financial statements.
INVESTAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY, CONTINUED
(Amounts in thousands, except per share data)
(Unaudited)
| Preferred Stock | Common Stock | Surplus | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||
| Six months ended June 30, 2026: | ||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Common stock issued in acquisition of Wichita Falls Bancshares, Inc., net of issuance costs | ||||||||||||||||||||||||
| Surrendered shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Options exercised | ||||||||||||||||||||||||
| Preferred stock dividends declared, $32.50 per share | ( | ) | ( | ) | ||||||||||||||||||||
| Common stock dividends declared, $0.23 per share | ( | ) | ( | ) | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Shares repurchased | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net income | ||||||||||||||||||||||||
| Other comprehensive loss, net | ( | ) | ( | ) | ||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Common Stock | Surplus | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Equity | ||||||||||||||||
| Six months ended June 30, 2025: | ||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Surrendered shares | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Options exercised | ||||||||||||||||||||
| Common stock dividends declared, $0.215 per share | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Shares repurchased | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net income | ||||||||||||||||||||
| Other comprehensive income, net | ||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
See accompanying notes to the consolidated financial statements.
INVESTAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net income: | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Reversal of credit losses | ( | ) | ( | ) | ||||
| Net (accretion) amortization of purchase accounting adjustments | ( | ) | ||||||
| Provision for other real estate owned | ||||||||
| Net accretion of securities | ( | ) | ( | ) | ||||
| Gain on call or sale of investment securities, net | ( | ) | ||||||
| Loss on sale or disposition of bank premises and equipment, net | ||||||||
| Loss (gain) on sale of other real estate owned, net | ( | ) | ||||||
| Gain on sale of loans | ( | ) | ||||||
| FHLB stock dividend | ( | ) | ( | ) | ||||
| Stock-based compensation | ||||||||
| Deferred taxes | ( | ) | ||||||
| Net change in value of BOLI | ( | ) | ( | ) | ||||
| Amortization of subordinated debt issuance costs | ||||||||
| Change in the fair value of equity securities | ( | ) | ||||||
| Net change in: | ||||||||
| Accrued interest receivable | ||||||||
| Other assets | ( | ) | ( | ) | ||||
| Accrued taxes and other liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Proceeds from sales of investment securities AFS | ||||||||
| Purchases of securities AFS | ( | ) | ( | ) | ||||
| Proceeds from maturities, prepayments and calls of investment securities AFS | ||||||||
| Proceeds from maturities, prepayments and calls of investment securities HTM | ||||||||
| Proceeds from redemption or sale of nonmarketable equity securities | ||||||||
| Purchases of nonmarketable equity securities | ( | ) | ( | ) | ||||
| Purchases of equity securities at fair value | ( | ) | ||||||
| Net decrease in loans | ||||||||
| Proceeds from sales of other real estate owned | ||||||||
| Purchases of bank premises and equipment | ( | ) | ( | ) | ||||
| Purchases of other investments | ( | ) | ( | ) | ||||
| Distributions from other investments | ||||||||
| Cash acquired from acquisition of Wichita Falls Bancshares, Inc., net of cash paid | ||||||||
| Net cash provided by investing activities | ||||||||
| INVESTAR HOLDING CORPORATION |
| CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED |
| (Amounts in thousands) |
| (Unaudited) |
|
| Six months ended June 30, | |||||||
|
| 2026 | 2025 | ||||||
| Cash flows from financing activities: | ||||||||
| Net decrease in customer deposits | ( | ) | ( | ) | ||||
| Net increase in repurchase agreements | ||||||||
| Net increase in short-term FHLB advances | ||||||||
| Proceeds from long-term FHLB advances | ||||||||
| Repayment of long-term FHLB advances | ( | ) | ||||||
| Cash dividends paid on common stock | ( | ) | ( | ) | ||||
| Cash dividends paid on preferred stock | ( | ) | ||||||
| Proceeds from stock options exercised | ||||||||
| Payments to repurchase common stock | ( | ) | ( | ) | ||||
| Advanced proceeds from preferred stock offering | ||||||||
| Repayment of long-term debt | ( | ) | ||||||
| Payments of stock issuance costs | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Transfer from loans to other real estate owned | $ | $ | ||||||
| Common stock dividends payable | ||||||||
| Preferred stock dividends payable | ||||||||
See accompanying notes to the consolidated financial statements.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include information or footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with GAAP. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial statements have been included. The results of operations for the three and six month periods ended June 30, 2026 are not necessarily indicative of the results that may be expected for the entire fiscal year. These statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025, including the notes thereto, which were included as part of the Company’s Annual Report.
Prior period consolidated financial statements are reclassified whenever necessary to conform to the current period presentation. No reclassifications of prior period balances were material to the consolidated financial statements.
The Company determined that all of its banking operations serve a similar customer base, offer similar products and services, and are managed through similar processes. Therefore, the Company’s banking operations are aggregated into one reportable operating segment, which generates income principally from interest on loans and, to a lesser extent, securities investments, as well as from fees charged in connection with various loan and deposit services. The CODM is the Chief Executive Officer, who for the purposes of assessing performance, making operating decisions, and allocating Company resources, regularly reviews net income as reported in the accompanying consolidated statements of income. The level of disaggregation and amounts of significant segment income and expenses that are regularly provided to the CODM are the same as those presented in the accompanying consolidated statements of income. Likewise, the measure of segment assets is reported on the accompanying consolidated balance sheets as total assets.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material.
Material estimates that are particularly susceptible to significant change relate to the determination of the ACL. While management uses available information to recognize credit losses on loans, future additions to the allowance may be necessary based on changes in economic conditions, changes in conditions of borrowers’ industries or changes in the condition of individual borrowers. Because of these factors, it is reasonably possible that the ACL may change materially in the near term. However, the amount of change that is reasonably possible cannot be estimated.
Other estimates that are susceptible to significant change in the near term relate to the allowance for off-balance sheet credit losses, the fair value of stock-based compensation awards, the determination of an ACL for investment securities, and the fair value of financial instruments and goodwill.
A changing interest rate environment, elevated levels of inflation and changing U.S. trade and tariff policies have made certain estimates more challenging, including those discussed above.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Accounting Standards Adopted in 2026
FASB ASC Topic 326 “Financial Instruments - Credit Losses (Topic 326): Purchased Loans.” Update No. 2025-08 (“ASU 2025-08”). In November 2025, the FASB issued ASU 2025-08, which expands the scope of the “gross‑up” method, formerly applicable only to PCD assets, to include acquired non‑PCD loans that meet certain criteria, now referred to as PSLs. Under this model, an ACL is recognized at acquisition, offsetting the loan’s amortized cost basis, thereby eliminating the day-one provision expense previously required for non‑PCD assets. PSLs are defined as non‑PCD loans acquired either (i) through a business combination, or (ii) purchased more than 90 days after origination when the acquirer was not involved in origination. ASU 2025-08 is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods, and must be applied prospectively. Early adoption is permitted in interim or annual reporting periods in which financial statements have not yet been issued. An entity that adopts the amendments in an interim reporting period may apply them as of the beginning of that interim reporting period or the beginning of the annual reporting period that includes that interim reporting period. The Company early adopted ASU 2025-08 for the annual reporting period beginning on January 1, 2026. On January 1, 2026, for PSLs acquired from WFB, the Company established an ACL of $
Recent Accounting Pronouncements
FASB ASC Topic 220 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses” Update No. 2024-03 (“ASU 2024-03”). In November 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses in a tabular format in the notes of the financial statements for public business entities. ASU 2024-03 is effective on a prospective basis for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption and retrospective application permitted. ASU 2024-03 is not expected to have a significant impact on our financial statements.
FASB ASC Topic 815 “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” Update No. 2025-09 (“ASU 2025-09”). In November 2025, the FASB issued ASU 2025-09, which aligns hedge accounting more closely with an entity’s economic risk management practices. Key amendments include (i) to allow designating a variable price component of a nonfinancial forecasted purchase or sale as the hedged risk, (ii) to allow grouping individual forecasted transactions with similar (not identical) risk exposures, (iii) a new model for hedging forecasted interest on variable-rate debt, enabling changes in index or tenor without dedesignation, subject to simplifying assumptions, and (iv) additional clarifications related to hedge accounting of nonfinancial components, net written options, and dual-hedge strategies. ASU 2025-09 is effective on a prospective basis for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. ASU 2025-09 is not expected to have a significant impact on our financial statements.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2. BUSINESS COMBINATIONS
On January 1, 2026, the Company completed the acquisition of WFB and its wholly-owned subsidiary, FNB, headquartered in Wichita Falls, Texas, with seven branches (including the headquarters) serving the surrounding areas. All of the issued and outstanding shares of WFB common stock were converted into aggregate merger consideration consisting of $
The table below shows the allocation of the consideration paid for WFB’s common equity to the acquired identifiable assets and liabilities assumed and the goodwill generated from the transaction (dollars in thousands, except per share data). The fair values listed below are subject to refinement for up to one year after the closing date of the acquisition as additional information becomes available.
| Preliminary purchase price allocation: | ||||
| Shares of Investar common stock to be issued for shares of WFB common stock | ||||
| Price per share, based on Investar common stock price as of December 31, 2025 | $ | |||
| Fair value of Investar common stock issued | $ | |||
| Cash consideration | ||||
| Total consideration | $ | |||
| Fair value of assets acquired: | ||||
| Cash and cash equivalents | $ | |||
| Investment securities | ||||
| Net loans | ||||
| Nonmarketable equity securities | ||||
| Bank premises and equipment | ||||
| Core deposit intangible asset | ||||
| BOLI | ||||
| Other assets | ||||
| Total assets acquired | ||||
| Fair value of liabilities acquired: | ||||
| Deposits | ||||
| Repurchase agreements | ||||
| Notes payable | ||||
| Other borrowings | ||||
| Other liabilities | ||||
| Total liabilities assumed | ||||
| Fair value of net assets acquired | ||||
| Goodwill | $ |
Loans
The Company adopted ASU 2025-08 for the annual reporting period beginning on January 1, 2026. Accordingly, the initial estimate of expected credit losses recognized in the ACL included both PCD and non-PCD loans which were deemed PSLs.
The following table includes principal balance and the fair value of the loans acquired from WFB (dollars in thousands).
| Principal Balance Acquired | Non-Credit Premium/(Discount) | ACL | Fair Value of Net Loans | |||||||||||||
| PCD loans | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| PSL loans | ( | ) | ( | ) | ||||||||||||
| Total | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
The Company has determined it was impracticable to disclose stand-alone revenues and net income for legacy WFB since January 1, 2026 due to the streamlining and integration of the operating activities during the first quarter of 2026. The Company has also determined it was impracticable to include pro forma information for the WFB acquisition due to the cost versus benefit of including such disclosures.
Acquisition Expense
Acquisition related costs of $
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3. EARNINGS PER COMMON SHARE
Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by using net income available to common shareholders plus dividends declared on dilutive convertible preferred stock, divided by the sum of 1) the weighted average number of shares determined for the basic earnings per common share computation, 2) the dilutive effect of stock-based compensation using the treasury stock method, and 3) the dilutive effect of convertible preferred stock using the if-converted method.
The following is a summary of the information used in the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2026 and 2025 (in thousands, except share and per share data).
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Less: preferred stock dividends declared | ||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | ||||||||||||
| Weighted average basic shares outstanding | ||||||||||||||||
| Dilutive effect of stock compensation | ||||||||||||||||
| Dilutive effect of Series A Preferred Stock | ||||||||||||||||
| Weighted average diluted shares outstanding | ||||||||||||||||
| Basic earnings per common share | $ | $ | $ | $ | ||||||||||||
| Diluted earnings per common share | $ | $ | $ | $ | ||||||||||||
The weighted average shares that have an antidilutive effect in the calculation of diluted earnings per common share and have been excluded from the computations above are shown below.
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Stock options | ||||||||||||||||
| RSUs | ||||||||||||||||
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4. INVESTMENT SECURITIES
Debt Securities
The amortized cost and approximate fair value of investment securities classified as AFS are summarized below as of the dates presented (dollars in thousands).
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Obligations of the U.S. Treasury and U.S. government agencies and corporations | $ | $ | $ | ( | ) | $ | ||||||||||
| Obligations of state and political subdivisions | ( | ) | ||||||||||||||
| Corporate bonds | ( | ) | ||||||||||||||
| Residential mortgage-backed securities | ( | ) | ||||||||||||||
| Commercial mortgage-backed securities | ( | ) | ||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| December 31, 2025 | ||||||||||||||||
| Obligations of the U.S. Treasury and U.S. government agencies and corporations | $ | $ | $ | ( | ) | $ | ||||||||||
| Obligations of state and political subdivisions | ( | ) | ||||||||||||||
| Corporate bonds | ( | ) | ||||||||||||||
| Residential mortgage-backed securities | ( | ) | ||||||||||||||
| Commercial mortgage-backed securities | ( | ) | ||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
The Company calculates realized gains and losses on sales of debt securities under the specific identification method. Shortly after the acquisition of WFB on January 1, 2026, substantially all of the securities from the acquired portfolio were sold at carrying value, resulting in net proceeds of approximately $
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Proceeds from sales | $ | $ | $ | $ | ||||||||||||
| Gross gains | ||||||||||||||||
| Gross losses | ||||||||||||||||
The amortized cost and approximate fair value of investment securities classified as HTM are summarized below as of the dates presented (dollars in thousands).
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Obligations of state and political subdivisions | $ | $ | $ | ( | ) | $ | ||||||||||
| Residential mortgage-backed securities | ( | ) | ||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| December 31, 2025 | ||||||||||||||||
| Obligations of state and political subdivisions | $ | $ | $ | ( | ) | $ | ||||||||||
| Residential mortgage-backed securities | ( | ) | ||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
Securities are classified in the consolidated balance sheets according to management’s intent. The Company had
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The approximate fair value of AFS securities and unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized below as of the dates presented (dollars in thousands).
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||
| Obligations of the U.S. Treasury and U.S. government agencies and corporations | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Obligations of state and political subdivisions | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Corporate bonds | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Residential mortgage-backed securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Commercial mortgage-backed securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Total | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| Obligations of the U.S. Treasury and U.S. government agencies and corporations | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Obligations of state and political subdivisions | ( | ) | ( | ) | ||||||||||||||||||||
| Corporate bonds | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Residential mortgage-backed securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Commercial mortgage-backed securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Total | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
At June 30, 2026,
The approximate fair value of HTM securities and unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized below as of the dates presented (dollars in thousands).
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||
| Obligations of state and political subdivisions | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Residential mortgage-backed securities | ( | ) | ( | ) | ||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| Obligations of state and political subdivisions | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Residential mortgage-backed securities | ( | ) | ( | ) | ||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
Unrealized losses are generally due to changes in market interest rates. The Company intends to hold these securities either until maturity or a forecasted recovery, and it is more likely than not that the Company will not have to sell the securities before the recovery of their amortized cost basis. The unrealized losses in obligations of state and political subdivisions were caused by interest rate changes. These securities generally benefit from stable, dedicated revenue sources and a legal framework that prioritizes bondholder payments, which significantly mitigates credit risk. The unrealized losses in mortgage-backed securities were caused by interest rate changes. The Company expects to recover the amortized cost basis over the term of the securities. These securities are either guaranteed by the U.S. government or by a government sponsored enterprise and are generally considered to be risk-free. Due to the nature of the investments, current market prices, and the current interest rate environment, the Company determined that these declines were not attributable to credit losses at June 30, 2026 or December 31, 2025.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The amortized cost and approximate fair value of investment debt securities, by contractual maturity, are shown below as of June 30, 2026 (dollars in thousands). Actual maturities may differ from contractual maturities due to mortgage-backed securities whereby borrowers may have the right to call or prepay obligations with or without call or prepayment penalties and certain callable bonds whereby the issuer has the option to call the bonds prior to contractual maturity.
| Available for Sale | Held to Maturity | |||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Due within one year | $ | $ | $ | $ | ||||||||||||
| Due after one year through five years | ||||||||||||||||
| Due after five years through ten years | ||||||||||||||||
| Due after ten years | ||||||||||||||||
| Total debt securities | $ | $ | $ | $ | ||||||||||||
Accrued interest receivable on the Company’s investment securities was $
At June 30, 2026, securities with a carrying value of $
Equity Securities
Equity securities at fair value include marketable securities in corporate stocks and mutual funds and totaled $
Nonmarketable equity securities primarily consist of FHLB stock and FRB stock. Members of the FHLB and FRB are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts. FHLB stock and FRB stock are carried at cost, restricted as to redemption, and periodically evaluated for impairment based on the ultimate recovery of par value. Both cash and stock dividends are reported as income. Nonmarketable equity securities also include investments in other correspondent banks including Independent Bankers Financial Corporation and First National Bankers Bank stock. These investments are carried at cost which approximates fair value. The balance of nonmarketable equity securities at June 30, 2026 and December 31, 2025 was $
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5. LOANS AND ALLOWANCE FOR CREDIT LOSSES
The Company’s loan portfolio consists of the following categories of loans as of the dates presented (dollars in thousands).
| June 30, 2026 | December 31, 2025 | |||||||
| Construction and development | $ | $ | ||||||
| 1-4 Family | ||||||||
| Multifamily | ||||||||
| Farmland | ||||||||
| Commercial real estate | ||||||||
| Total mortgage loans on real estate | ||||||||
| Commercial and industrial | ||||||||
| Consumer | ||||||||
| Total loans | $ | $ | ||||||
Interest on loans is calculated by using the simple interest method on daily balances of the principal amount outstanding. Loan origination fees, net of direct loan origination costs and commitment fees, are deferred and amortized as an adjustment to yield over the life of the loan, or over the commitment period, as applicable. Unamortized premiums and discounts on loans, included in the total loans balances above, were $
The tables below provide an analysis of the aging of loans as of June 30, 2026 and December 31, 2025 (dollars in thousands).
| June 30, 2026 | ||||||||||||||||||||||||
| Current | 30 - 59 Days Past Due | 60 - 89 Days Past Due | 90 Days or More Past Due | Total | > 90 Days and Accruing | |||||||||||||||||||
| Construction and development | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 1-4 Family | ||||||||||||||||||||||||
| Multifamily | ||||||||||||||||||||||||
| Farmland | ||||||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||
| Total mortgage loans on real estate | ||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| Current | 30 - 59 Days Past Due | 60 - 89 Days Past Due | 90 Days or More Past Due | Total | > 90 Days and Accruing | |||||||||||||||||||
| Construction and development | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 1-4 Family | ||||||||||||||||||||||||
| Multifamily | ||||||||||||||||||||||||
| Farmland | ||||||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||
| Total mortgage loans on real estate | ||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The tables below provide an analysis of nonaccrual loans as of June 30, 2026 and December 31, 2025 (dollars in thousands).
| June 30, 2026 | ||||||||||||
| Nonaccrual with No Allowance for Credit Loss | Nonaccrual with an Allowance for Credit Loss | Total Nonaccrual Loans | ||||||||||
| Construction and development | $ | $ | $ | |||||||||
| 1-4 Family | ||||||||||||
| Multifamily | ||||||||||||
| Farmland | ||||||||||||
| Commercial real estate | ||||||||||||
| Total mortgage loans on real estate | ||||||||||||
| Commercial and industrial | ||||||||||||
| Consumer | ||||||||||||
| Total loans | $ | $ | $ | |||||||||
| December 31, 2025 | ||||||||||||
| Nonaccrual with No Allowance for Credit Loss | Nonaccrual with an Allowance for Credit Loss | Total Nonaccrual Loans | ||||||||||
| Construction and development | $ | $ | $ | |||||||||
| 1-4 Family | ||||||||||||
| Multifamily | ||||||||||||
| Farmland | ||||||||||||
| Commercial real estate | ||||||||||||
| Total mortgage loans on real estate | ||||||||||||
| Commercial and industrial | ||||||||||||
| Consumer | ||||||||||||
| Total loans | $ | $ | $ | |||||||||
Nonaccrual and Past Due Loans
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, the borrower’s debt service capacity is considered through the analysis of current financial information, if available, and/or current information with regard to the collateral position. Loans are placed on nonaccrual status when (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and payment of future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower. No material interest income was recognized in the consolidated statements of income on nonaccrual loans for the six months ended June 30, 2026 and 2025.
Collateral Dependent Loans
Collateral dependent loans are loans for which the repayments, on the basis of the Company’s assessment at the reporting date, are expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. Loans that do not share risk characteristics are excluded from the loan pools and evaluated on an individual basis, and the Company has determined to evaluate collateral dependent loans individually for impairment. The ACL for collateral dependent loans is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized costs basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The Company’s collateral dependent loans include all nonaccrual loans shown in the tables above at June 30, 2026 and December 31, 2025. The types of collateral that secure collateral dependent loans are discussed under “Portfolio Segment Risk Factors” below.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Portfolio Segment Risk Factors
The following describes the risk characteristics relevant to each of the Company’s loan portfolio segments.
Construction and Development - Construction and development loans are generally made for the purpose of acquisition and development of land to be improved through the construction of commercial and residential buildings. The successful repayment of these types of loans is generally dependent upon a commitment for permanent financing from the Company, or from the sale of the constructed property. These loans carry more risk than commercial or residential real estate loans due to the dynamics of construction projects, changes in interest rates, the long-term financing market, and state and local government regulations. One such risk is that loan funds are advanced upon the security of the property under construction, which is of uncertain value prior to the completion of construction. Thus, it is more difficult to evaluate accurately the total loan funds required to complete a project and to calculate related loan-to-value ratios. The Company attempts to minimize the risks associated with construction lending by limiting loan-to-value ratios as described above. In addition, as to speculative development loans, the Company generally makes such loans only to borrowers that have a positive pre-existing relationship with us. The Company manages risk by using specific underwriting policies and procedures for these types of loans and by avoiding excessive concentrations in any one business or industry. Construction and development loans are primarily secured by residential and commercial properties, which are under construction and/or redevelopment.
1-4 Family - The 1-4 family portfolio consists of fixed-rate and adjustable-rate residential mortgage loans to consumers to finance a primary residence. The majority of these loans are secured by first liens on residential properties located in the Company’s market areas and carry risks associated with the creditworthiness of the borrower and changes in the value of the collateral and loan-to-value-ratios. The adjustable-rate mortgage loans provide an initial fixed interest rate, generally for three, five or seven years, and then adjust annually thereafter and amortize over a period of up to 30 years. Adjustable-rate mortgage loans generally present different credit risks than fixed-rate mortgage loans primarily because the underlying debt service payments of the borrowers increase as interest rates increase, thereby increasing the potential for delinquency and default. The Company manages these risks through policies and procedures such as limiting loan-to-value ratios at origination, employing experienced underwriting personnel, requiring standards for appraisers, and not making subprime loans. In the third quarter of 2023, the Company exited the consumer mortgage origination business.
Multifamily - Multifamily loans are normally made to real estate investors to support permanent financing for multifamily residential income producing properties that rely on the successful operation of the property for repayment. This management mainly involves property maintenance and collection of rents due from tenants. This type of lending carries a lower level of risk compared to other commercial lending. In addition, underwriting requirements for multifamily properties are stricter than for other nonowner-occupied property types. The Company manages this risk by avoiding concentrations with any particular customer. Multifamily loans are primarily secured by first liens on multifamily real estate.
Farmland - Farmland loans are often for land improvements related to agricultural endeavors and may include construction of new specialized facilities. These loans are usually repaid through the conversion to permanent financing, or if scheduled loan amortization begins, for the long-term benefit of the borrower’s ongoing operations. Underwriting generally involves intensive analysis of the financial strength of the borrower and guarantor, liquidation value of the subject collateral, the associated unguaranteed exposure, and any available secondary sources of repayment, with the greatest emphasis given to a borrower’s capacity to meet cash flow coverage requirements as set forth by Company policies. Farmland loans are primarily secured by raw land.
Commercial Real Estate - Commercial real estate loans are extensions of credit secured by owner occupied and nonowner-occupied collateral. Underwriting generally involves intensive analysis of the financial strength of the borrower and guarantor, liquidation value of the subject collateral, the associated unguaranteed exposure, and any available secondary sources of repayment, with the greatest emphasis given to a borrower’s capacity to meet cash flow coverage requirements as set forth by Company policies. Commercial real estate loans typically depend on the successful operation and management of the businesses that occupy these properties or the financial stability of tenants occupying the properties. Nonowner-occupied commercial real estate loans typically are dependent, in large part, on the owner’s ability to rent the property and the ability of the tenants to pay rent, whereas owner-occupied commercial real estate loans typically are dependent, in large part, on the success of the owner’s business. General market conditions and economic activity may impact the performance of these types of loans, including fluctuations in the value of real estate, new job creation trends, and tenant vacancy rates. The Company attempts to limit risk by analyzing a borrower’s cash flow and collateral value on an ongoing basis. The Company also typically requires personal guarantees from the principal owners of the property, supported by a review of their personal financial statements, as an additional means of mitigating risk. The Company manages risk by avoiding concentrations in any one business or industry. Commercial real estate loans are primarily secured by retail shopping facilities, office and industrial buildings, healthcare facilities, warehouses, and various special purpose commercial properties.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Commercial and Industrial - Commercial and industrial loans receive similar underwriting treatment as commercial real estate loans in that the repayment source is analyzed to determine its ability to meet cash flow coverage requirements as set forth by Company policies. Repayment of these loans generally comes from the generation of cash flow as the result of the borrower’s business operations. Commercial lending generally involves different risks from those associated with commercial real estate lending or construction lending. Although commercial loans may be collateralized by equipment or other business assets (including real estate, if available as collateral), the repayment of these types of loans depends primarily on the creditworthiness and projected cash flow of the borrower (and any guarantors). Thus, the general business conditions of the local economy and the borrower’s ability to sell its products and services, thereby generating sufficient operating revenue to repay us under the agreed upon terms and conditions, are the chief considerations when assessing the risk of a commercial loan. The liquidation of collateral, if any, is considered a secondary source of repayment because equipment and other business assets may, among other things, be obsolete or of limited resale value. The Company actively monitors certain financial measures of the borrower, including advance rate, cash flow, collateral value and other appropriate credit factors. Commercial and industrial loans also include public finance loans made to governmental entities, which can be taxable or tax-exempt, and are generally repaid using pledged revenue sources including income tax, property tax, sales tax, and utility revenue, among other sources. Commercial and industrial loans are primarily secured by accounts receivable, inventory and equipment.
Consumer - Consumer loans are offered by the Company in order to provide a full range of retail financial services to its customers and include auto loans, credit cards, and other consumer installment loans. Typically, the Company evaluates the borrower’s repayment ability through a review of credit scores and an evaluation of debt to income ratios. Repayment of consumer loans depends upon key consumer economic measures and upon the borrower’s financial stability and is more likely to be adversely affected by divorce, job loss, illness and personal hardships than repayment of other loans. A shortfall in the value of any collateral also may pose a risk of loss to the Company for these types of loans. Consumer loans include loans primarily secured by vehicles and unsecured loans.
Credit Quality Indicators
Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The following definitions are utilized for risk ratings, which are consistent with the definitions used in supervisory guidance:
Pass - Loans not meeting the criteria below are considered Pass. These loans have higher credit characteristics and financial strength. The borrowers at least generate profits and cash flow that are in line with peer and industry standards and have debt service coverage ratios above loan covenants and policy guidelines. For some of these loans, a guaranty from a financially capable party mitigates characteristics of the borrower that might otherwise result in a lower grade.
Special Mention - Loans classified as Special Mention possess some credit deficiencies that need to be corrected to avoid a greater risk of default in the future. For example, financial ratios relating to the borrower may have deteriorated. Often, a Special Mention categorization is temporary while certain factors are analyzed or matters addressed before the loan is re-categorized as either Pass or Substandard.
Substandard - Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or the liquidation value of any collateral. If deficiencies are not addressed, it is likely that this category of loan will result in the Bank incurring a loss. Where a borrower has been unable to adjust to industry or general economic conditions, the borrower’s loan is often categorized as Substandard.
Doubtful - Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loss - Loans classified as Loss are considered uncollectible and of such little value that their continuance as recorded assets is not warranted. This classification does not mean that the assets have absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off these assets.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The tables below present the Company’s loan portfolio by year of origination, category, and credit quality indicator as of June 30, 2026 and December 31, 2025 (dollars in thousands). Loans acquired are shown in the table by origination year. The Company had an immaterial amount of revolving loans converted to term loans at June 30, 2026 and December 31, 2025.
| June 30, 2026 | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Revolving Loans | Total | |||||||||||||||||||||||||
| Construction and development | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total construction and development | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 1-4 Family | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total 1-4 family | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Multifamily | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total multifamily | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Farmland | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total farmland | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total commercial real estate | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total commercial and industrial | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total consumer | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Total loans | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| December 31, 2025 | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving Loans | Total | |||||||||||||||||||||||||
| Construction and development | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total construction and development | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 1-4 Family | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total 1-4 family | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
| Multifamily | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total multifamily | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Farmland | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total farmland | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total commercial real estate | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total commercial and industrial | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total consumer | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||
| Total loans | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current-period gross charge-offs | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||
The Company had no loans that were classified as Loss at June 30, 2026 and no loans that were classified as Doubtful or Loss at December 31, 2025.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Loan Participations and Sold Loans
Loan participations and whole loans sold to and serviced for others are not included in the accompanying consolidated balance sheets, the balances of which were $
Loans to Related Parties
In the ordinary course of business, the Company makes loans to related parties including its executive officers, principal stockholders, directors and their immediate family members, as well as to companies of which these individuals are principal owners. Loans outstanding to such related party borrowers amounted to approximately $
The table below shows the aggregate principal balance of loans to such related parties as of the dates presented (dollars in thousands).
| June 30, 2026 | December 31, 2025 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| New loans/changes in relationship | ||||||||
| Repayments/changes in relationship | ( | ) | ( | ) | ||||
| Balance, end of period | $ | $ | ||||||
Allowance for Credit Losses
The CECL methodology requires that lifetime expected credit losses be recorded at the time the financial asset is originated or acquired, and be adjusted each period as a provision for credit losses for changes in expected lifetime credit losses. The Company developed a CECL model methodology that calculates expected credit losses over the life of the portfolio by analyzing the composition, characteristics and quality of the loan portfolio, as well as prevailing economic conditions and forecasts. The CECL calculation estimates credit losses using a combination of discounted cash flow and remaining life analyses, which is a type of loss rate methodology that uses an average loss rate and applies it to future expected outstanding balances of the pool. Management has determined that four quarters represents a reasonable and supportable forecast period. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, when necessary, the model reverts back to the historical loss rates adjusted for qualitative factors related to current conditions using a four-quarter reversion period. The Company evaluates the adequacy of the ACL on a quarterly basis.
The ACL is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. For each pool of loans, the Company evaluates and applies qualitative adjustments to the calculated ACL based on several factors, including, but not limited to, changes in current and expected future economic conditions, changes in the nature and volume of the portfolio, changes in levels of concentrations, changes in the volume and severity of past due loans, changes in lending policies and personnel, changes in the competitive and regulatory environment of the banking industry, and changes in other external factors. Loans that do not share similar risk characteristics with other loans are excluded from the loan pools and individually evaluated for impairment. For collateral dependent loans where the borrower is experiencing financial difficulty, which the Company evaluates independently from the loan pool, the expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, which is based on third party appraisals. Individually evaluated loans that are not collateral dependent are evaluated based on a discounted cash flow methodology. Credits deemed uncollectible are charged to the ACL. Provisions for credit losses and recoveries on loans previously charged off are adjustments to the ACL.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company made the accounting policy election to exclude accrued interest receivable from the amortized cost of loans and the estimate of the ACL. Accrued interest receivable on the Company’s loans was $
The table below shows a summary of the activity in the ACL for the three and six months ended June 30, 2026 and 2025 (dollars in thousands).
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| ACL on PCD loans at acquisition | ||||||||||||||||
| ACL on PSL loans at acquisition | ||||||||||||||||
| Provision for (reversal of) credit losses on loans(1) | ( | ) | ( | ) | ||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Recoveries | ||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
|
(1)
| For the three months ended June 30, 2026, the $ |
The provision for credit losses on loans for the three months ended June 30, 2026 was primarily due to adjustments to qualitative factors, partially offset by a decrease in total loans. The reversal of credit losses on loans for the six months ended June 30, 2026 was primarily due to a decrease in total loans during the period, changes in the economic forecast and the completion of the CECL allowance model recalibration. The provision for credit losses on loans for the three months ended June 30, 2025 was primarily due to changes in the economic forecast and loan mix. The reversal of credit losses on loans for the six months ended June 30, 2025 was primarily due to a $
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables outline the activity in the ACL by collateral type for the three and six months ended June 30, 2026 and 2025, and show both the allowance and portfolio balances for loans individually and collectively evaluated for impairment as of June 30, 2026 and 2025 (dollars in thousands).
| Three months ended June 30, 2026 | ||||||||||||||||||||||||||||||||
| Construction & Development | 1-4 Family | Multifamily | Farmland | Commercial Real Estate | Commercial & Industrial | Consumer | Total | |||||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Provision for (reversal of) credit losses on loans | ( | ) | ||||||||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Three months ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Construction & Development | 1-4 Family | Multifamily | Farmland | Commercial Real Estate | Commercial & Industrial | Consumer | Total | |||||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Provision for (reversal of) credit losses on loans | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Six months ended June 30, 2026 | ||||||||||||||||||||||||||||||||
| Construction & Development | 1-4 Family | Multifamily | Farmland | Commercial Real Estate | Commercial & Industrial | Consumer | Total | |||||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| ACL on PCD loans at acquisition | ||||||||||||||||||||||||||||||||
| ACL on PSL loans at acquisition | ||||||||||||||||||||||||||||||||
| (Reversal of) provision for credit losses on loans | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Ending allowance balance for loans individually evaluated for impairment | ||||||||||||||||||||||||||||||||
| Ending allowance balance for loans collectively evaluated for impairment | ||||||||||||||||||||||||||||||||
| Loans receivable: | ||||||||||||||||||||||||||||||||
| Balance of loans individually evaluated for impairment | ||||||||||||||||||||||||||||||||
| Balance of loans collectively evaluated for impairment | ||||||||||||||||||||||||||||||||
| Total period-end balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Construction & Development | 1-4 Family | Multifamily | Farmland | Commercial Real Estate | Commercial & Industrial | Consumer | Total | |||||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Provision for (reversal of) credit losses on loans | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Ending allowance balance for loans individually evaluated for impairment | ||||||||||||||||||||||||||||||||
| Ending allowance balance for loans collectively evaluated for impairment | ||||||||||||||||||||||||||||||||
| Loans receivable: | ||||||||||||||||||||||||||||||||
| Balance of loans individually evaluated for impairment | ||||||||||||||||||||||||||||||||
| Balance of loans collectively evaluated for impairment | ||||||||||||||||||||||||||||||||
| Total period-end balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Loan Modifications to Borrowers Experiencing Financial Difficulty
Occasionally, the Company modifies loans to borrowers in financial distress by providing certain concessions, such as principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, a term extension, or a combination of such concessions. Modifications that do not impact the contractual payment terms, such as covenant waivers, modification of a contingent acceleration clauses, and insignificant payment delays are not included in the disclosures. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. During the six months ended June 30, 2026 and 2025, the Company did not provide any modifications under these circumstances to borrowers experiencing financial difficulty.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS
The Company’s intangible assets consist of goodwill, core deposit intangible assets arising from acquisitions, and a trademark intangible. At June 30, 2026 and December 31, 2025, “Goodwill and other intangible assets, net” in the accompanying consolidated balance sheets totaled $
The carrying amount of goodwill at June 30, 2026 and December 31, 2025 was $
The table below shows a summary of goodwill activity for the periods presented (dollars in thousands).
| June 30, 2026 | December 31, 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Acquisition of WFB | ||||||||
| Ending balance | $ | $ | ||||||
Core deposit intangibles have finite lives and are being amortized on an accelerated basis over their estimated useful lives, which range from
| June 30, 2026 | December 31, 2025 | |||||||
| Gross carrying amount | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Net carrying amount | $ | $ | ||||||
Amortization expense for the core deposit intangible assets recorded in “Depreciation and amortization” in the accompanying consolidated statements of income totaled approximately $
The estimated remaining amortization expense for the Company’s core deposit intangible assets is displayed in the table below (dollars in thousands). The weighted average amortization period remaining for core deposit intangibles is
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ |
The trademark intangible had a carrying value of $
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7. STOCKHOLDERS’ EQUITY
Accumulated Other Comprehensive (Loss) Income
Activity within the balances in accumulated other comprehensive (loss) income, net is shown in the tables below (dollars in thousands).
| Three months ended June 30, 2026 | AFS Securities | |||
| Balance at beginning of period | $ | ( | ) | |
| Unrealized loss, net | ( | ) | ||
| Reclassification of realized gain, net | ( | ) | ||
| Balance at end of period | $ | ( | ) | |
| Three months ended June 30, 2025 | AFS Securities | |||
| Balance at beginning of period | $ | ( | ) | |
| Unrealized gain, net | ||||
| Balance at end of period | $ | ( | ) |
| Six months ended June 30, 2026 | AFS Securities | |||
| Balance at beginning of period | $ | ( | ) | |
| Unrealized loss, net | ( | ) | ||
| Reclassification of realized gain, net | ( | ) | ||
| Balance at end of period | $ | ( | ) | |
| Six months ended June 30, 2025 | AFS Securities | |||
| Balance at beginning of period | $ | ( | ) | |
| Unrealized gain, net | ||||
| Balance at end of period | $ | ( | ) |
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8. STOCK-BASED COMPENSATION
Equity Incentive Plan. The Company’s Second Amended and Restated 2017 Long-Term Incentive Compensation Plan (the “Plan”) authorizes the grant of various types of equity awards, such as restricted stock, RSUs, stock options and stock appreciation rights to eligible participants, which include all of the Company’s employees, non-employee directors, and consultants. Under the Plan, a total of
Stock Options
The Company grants stock options to key personnel that vest in one-fifth increments on each of the first five anniversaries of the grant date, and the maximum option term cannot exceed ten years measured from the grant date.
The Company uses a Black-Scholes option pricing model to estimate the fair value of stock-based awards. The Black-Scholes option pricing model incorporates various subjective assumptions, including expected term and expected volatility. Expected volatility was determined based on the historical volatilities of the Company’s common stock. The Company did not grant any stock options during the six months ended June 30, 2026 and 2025.
Stock option expense of $
The table below summarizes the Company’s stock option activity for the periods presented.
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |||||||||||||
| Outstanding, beginning of period | $ | $ | ||||||||||||||
| Exercised | ( | ) | ( | ) | ||||||||||||
| Outstanding, end of period | $ | $ | ||||||||||||||
| Exercisable, end of period | $ | $ | ||||||||||||||
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Restricted Stock and RSUs
Under the Plan, the Company may grant restricted stock, RSUs, and other stock-based awards to Plan participants, subject to forfeiture upon the occurrence of certain events until the vesting dates specified in the participant’s award agreement. Historically, the Company granted restricted stock awards to Plan participants. Beginning in 2019, the Company began granting time-vesting RSUs to its non-employee directors and certain officers of the Company, with vesting terms ranging from two years to five years. The RSUs do not have voting rights and do not receive dividends or dividend equivalents. As of May 1, 2023, all of the previously granted shares of restricted stock had vested, and only outstanding RSUs remained.
Compensation expense for RSUs, which is calculated based on the market price of the Company’s common stock at the grant date applied to the total number of units granted, is recognized on a straight-line basis over the requisite service period of generally five years for employees and non-employee directors. Upon vesting of RSUs, the benefit of tax deductions in excess of recognized compensation expense is reflected as an income tax benefit in the consolidated statements of income.
Compensation expense related to RSUs of $
The following table summarizes the RSU activity for the periods presented.
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Balance, beginning of period | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ( | ) | ( | ) | ||||||||||||
| Earned and issued | ( | ) | ( | ) | ||||||||||||
| Balance, end of period | $ | $ | ||||||||||||||
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS
Customer Derivatives – Interest Rate Swaps
The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC Topic 815 “Derivatives and Hedging,” and changes in fair value are recognized in other operating income. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC Topic 820 “Fair Value Measurement” (“ASC 820”). The Company did not recognize any gains or losses in other operating income resulting from fair value adjustments of these swap agreements during the three and six months ended June 30, 2026 and 2025.
The table below presents the notional amounts and fair values of the Company’s derivative financial instruments as well as their classification on the accompanying consolidated balance sheets at June 30, 2026 and December 31, 2025 (dollars in thousands).
| Fair Value | ||||||||||||
| Notional(1) | Derivative Assets(2) | Derivative Liabilities(2) | ||||||||||
| June 30, 2026 | ||||||||||||
| Interest rate swaps | $ | $ | $ | |||||||||
| December 31, 2025 | ||||||||||||
| Interest rate swaps | $ | $ | $ | |||||||||
| (1) | At June 30, 2026 the Company had notional amounts of $ |
| (2) | Derivative assets and liabilities are reported at fair value in “Other assets” and “Accrued taxes and other liabilities,” respectively, in the accompanying consolidated balance sheets. |
The table below presents the gross presentation, the effects of offsetting, and a net presentation of the Company’s derivative financial instruments and securities sold under agreements to repurchase at June 30, 2026 and December 31, 2025 (dollars in thousands).
| Gross Amounts Not Offset in the Consolidated Balance Sheets | ||||||||||||||||||||||||
| Gross Amounts Recognized | Gross Amounts Offset in the Consolidated Balance Sheets | Net Amounts Presented in the Consolidated Balance Sheets | Financial Instruments | Cash Collateral(1) | Net Amount | |||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Repurchase agreements | ( | ) | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Repurchase agreements | ( | ) | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| (1) | The Company had |
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 10. FAIR VALUES OF FINANCIAL INSTRUMENTS
In accordance with ASC 820, disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, is required. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Fair value is best determined based upon quoted market prices or exit prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows, and the fair value estimates may not be realized in an immediate settlement of the instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.
The Company holds SBIC qualified funds and other investment funds that do not have a readily determinable fair value. In accordance with ASC 820, these investments are measured at fair value using the net asset value practical expedient and are not required to be classified in the fair value hierarchy. At each of June 30, 2026 and December 31, 2025, the fair values of these investments were $
Fair Value Hierarchy
In accordance with ASC 820, the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value.
Level 1 – Valuation is based upon quoted prices for identical assets or liabilities traded in active markets.
Level 2 – Valuation is based upon observable inputs other than quoted prices included in level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Valuation is based upon unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs, as well as an entity’s own assumptions that market participants would use in pricing the assets or liabilities.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Fair Value of Assets and Liabilities Measured on a Recurring Basis
The following methods and assumptions were used by the Company in estimating the fair value of assets and liabilities valued on a recurring basis:
AFS Investment Securities and Marketable Equity Securities – Where quoted prices are available in an active market, the Company classifies the securities within level 1 of the valuation hierarchy. Securities are defined as both long and short positions. Level 1 securities include marketable equity securities in corporate stocks and mutual funds.
Management monitors the current placement of securities in the fair value hierarchy to determine whether transfers between levels may be warranted based on market reference data, which may include reported trades; bids, offers or broker/dealer quotes; benchmark yields and spreads; as well as other reference data. At June 30, 2026 and December 31, 2025, all of the Company’s level 3 investments were obligations of state and political subdivisions. The Company estimated the fair value of these level 3 investments using discounted cash flow models, the key inputs of which are the coupon rate, current spreads to the yield curves, and expected repayment dates, adjusted for illiquidity of the local municipal market and sinking funds, if applicable. Option-adjusted models may be used for structured or callable notes, as appropriate.
Derivative Financial Instruments – The fair value for interest rate swap agreements is based upon the expected future cash flows of the agreements discounted at market rates. These derivative instruments are classified in level 2 of the fair value hierarchy.
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Assets and liabilities measured at fair value on a recurring basis are summarized in the table below as of the dates indicated (dollars in thousands).
| Estimated | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
| Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Assets: | ||||||||||||||||
| Obligations of the U.S. Treasury and U.S. government agencies and corporations | $ | $ | $ | $ | ||||||||||||
| Obligations of state and political subdivisions | ||||||||||||||||
| Corporate bonds | ||||||||||||||||
| Residential mortgage-backed securities | ||||||||||||||||
| Commercial mortgage-backed securities | ||||||||||||||||
| Equity securities at fair value | ||||||||||||||||
| Interest rate swaps - gross assets | ||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Interest rate swaps - gross liabilities | $ | $ | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||||
| Assets: | ||||||||||||||||
| Obligations of the U.S. Treasury and U.S. government agencies and corporations | $ | $ | $ | $ | ||||||||||||
| Obligations of state and political subdivisions | ||||||||||||||||
| Corporate bonds | ||||||||||||||||
| Residential mortgage-backed securities | ||||||||||||||||
| Commercial mortgage-backed securities | ||||||||||||||||
| Equity securities at fair value | ||||||||||||||||
| Interest rate swaps - gross assets | ||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Interest rate swaps - gross liabilities | $ | $ | $ | $ | ||||||||||||
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company reviews fair value hierarchy classifications on a quarterly basis. Changes in the Company’s ability to observe inputs to the valuation may cause reclassification of certain assets or liabilities within the fair value hierarchy. The tables below provide a reconciliation for assets measured at fair value on a recurring basis using significant unobservable inputs, or level 3 inputs, for the six months ended June 30, 2026 and 2025 (dollars in thousands).
| Obligations of State and Political Subdivisions | ||||
| Balance at December 31, 2025 | $ | |||
| Unrealized gain included in other comprehensive loss | ||||
| Maturities, prepayments, and calls | ( | ) | ||
| Balance at June 30, 2026 | $ | |||
| Obligations of State and Political Subdivisions | Corporate Bonds | |||||||
| Balance at December 31, 2024 | $ | $ | ||||||
| Unrealized gain included in other comprehensive income | ||||||||
| Maturities, prepayments, and calls | ( | ) | ( | ) | ||||
| Balance at June 30, 2025 | $ | $ | ||||||
There were
The following table provides quantitative information about significant unobservable inputs used in fair value measurements of level 3 assets measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025 (dollars in thousands).
| Estimated Fair Value | Valuation Technique | Unobservable Inputs | Range of Discounts | Weighted Average Discount(1) | ||||||||||
| June 30, 2026 | ||||||||||||||
| Obligations of state and political subdivisions | $ | Option-adjusted discounted cash flow model; present value of expected future cash flow model | Bond appraisal adjustment(2) | |||||||||||
| December 31, 2025 | ||||||||||||||
| Obligations of state and political subdivisions | $ | Option-adjusted discounted cash flow model; present value of expected future cash flow model | Bond appraisal adjustment(2) | |||||||||||
| (1) | Weighted by relative fair value. |
| (2) | Fair values determined through valuation analysis using coupon, yield (discount margin), liquidity and expected repayment dates. |
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis
Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).
The following methods and assumptions were used by the Company in estimating the fair value of assets and liabilities valued on a nonrecurring basis:
Loans Individually Evaluated – For collateral dependent loans where the borrower is experiencing financial difficulty, the expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, which is based on third-party appraisals. Individually evaluated loans that are not collateral dependent are evaluated based on a discounted cash flow methodology. Credits deemed uncollectible are charged to the ACL. Since not all valuation inputs are observable, these nonrecurring fair value determinations are classified as level 3.
Other Real Estate Owned – Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure and real property no longer used in the Bank’s business operations. Other real estate owned is recorded at the lower of its net book value or fair value, and it may be necessary to record nonrecurring fair value adjustments for declines in fair value. Fair value, when recorded, is determined based on appraisals by qualified licensed appraisers and adjusted for management’s estimates of costs to sell. Accordingly, values for other real estate owned are classified as level 3.
Quantitative information about assets measured at fair value on a nonrecurring basis based on significant unobservable inputs (level 3) is summarized below as of June 30, 2026 and December 31, 2025. There were
| Estimated Fair Value | Valuation Technique | Unobservable Inputs | Range of Discounts | Weighted Average Discount(1) | ||||||||
| June 30, 2026 | ||||||||||||
| Loans individually evaluated for impairment(2) | $ | Discounted cash flows; underlying collateral value | Collateral discounts and estimated costs to sell | | | |||||||
| Other real estate owned(3) | Underlying collateral value, third party appraisals | Collateral discounts and discount rates | | | ||||||||
| December 31, 2025 | ||||||||||||
| Loans individually evaluated for impairment(2) | $ | Discounted cash flows; underlying collateral value | Collateral discounts and estimated costs to sell | | | |||||||
| Other real estate owned(3) | Underlying collateral value, third party appraisals | Collateral discounts and discount rates | | | ||||||||
| (1) | Weighted by relative fair value. |
| (2) | Loans individually evaluated for impairment that were re-measured during the period had a carrying value of $ |
| (3) | Other real estate owned that was re-measured during the period had a carrying value of $ |
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Financial Instruments
Accounting guidance requires the disclosure of estimated fair value information about certain on- and off-balance sheet financial instruments, including those financial instruments that are not measured and reported at fair value on a recurring or nonrecurring basis. The significant methods and assumptions used by the Company to estimate the fair value of financial instruments are discussed below.
Deposits – The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow analysis that applies market interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits.
Short-Term Borrowings – The carrying amounts of federal funds purchased, repurchase agreements, and other short-term borrowings approximate their fair values because of their short-term nature.
The estimated fair values of the Company’s financial instruments are summarized in the tables below as of the dates indicated (dollars in thousands).
| June 30, 2026 | ||||||||||||||||||||
| Carrying Amount | Estimated Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||
| Investment securities - AFS | ||||||||||||||||||||
| Investment securities - HTM | ||||||||||||||||||||
| Equity securities at fair value | ||||||||||||||||||||
| Nonmarketable equity securities | ||||||||||||||||||||
| Loans, net of allowance | ||||||||||||||||||||
| Interest rate swaps - gross assets | ||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Deposits | ||||||||||||||||||||
| FHLB short-term advances and repurchase agreements | ||||||||||||||||||||
| FHLB long-term advances | ||||||||||||||||||||
| Junior subordinated debt | ||||||||||||||||||||
| Subordinated debt | ||||||||||||||||||||
| Interest rate swaps - gross liabilities | ||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||
| Carrying Amount | Estimated Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||
| Investment securities - AFS | ||||||||||||||||||||
| Investment securities - HTM | ||||||||||||||||||||
| Equity securities at fair value | ||||||||||||||||||||
| Nonmarketable equity securities | ||||||||||||||||||||
| Loans, net of allowance | ||||||||||||||||||||
| Interest rate swaps - gross assets | ||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Deposits | ||||||||||||||||||||
| FHLB short-term advances and repurchase agreements | ||||||||||||||||||||
| FHLB long-term advances | ||||||||||||||||||||
| Junior subordinated debt | ||||||||||||||||||||
| Subordinated debt | ||||||||||||||||||||
| Interest rate swaps - gross liabilities | ||||||||||||||||||||
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11. INCOME TAXES
The income tax expense and the effective tax rate included in the consolidated statements of income are shown in the table below for the periods presented (dollars in thousands).
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Income tax expense | $ | $ | $ | $ | ||||||||||||
| Effective tax rate | % | % | % | % | ||||||||||||
For the three and six months ended June 30, 2026 and 2025, the effective tax rate differed from the statutory tax rate of
NOTE 12. COMMITMENTS AND CONTINGENCIES
Unfunded Commitments
The Company is a party to financial instruments with off-balance sheet risk entered into in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit consisting of loan commitments and standby letters of credit, which are not included in the accompanying financial statements. Such financial instruments are recorded in the financial statements when they become payable.
Commitments to extend credit are agreements to lend money with fixed expiration dates or termination clauses. The Company applies the same credit standards used in the lending process when extending these commitments and periodically reassesses the customer’s creditworthiness through ongoing credit reviews. Since some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Collateral is obtained based on the Company’s assessment of the transaction. Substantially all standby letters of credit issued have expiration dates within one year.
The table below shows the approximate amounts of the Company’s commitments to extend credit as of the dates presented (dollars in thousands).
| June 30, 2026 | December 31, 2025 | |||||||
| Loan commitments | $ | $ | ||||||
| Standby letters of credit | ||||||||
The credit risk associated with these commitments is evaluated in a manner similar to the ACL on loans and is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets. The table below shows a summary of the activity in the ACL on unfunded loan commitments for the periods presented (dollars in thousands).
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| ACL on unfunded loan commitments at acquisition | ||||||||||||||||
| (Reversal of) provision for credit losses on unfunded loan commitments | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
Additionally, at June 30, 2026, the Company had unfunded commitments of $
INVESTAR HOLDING CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 13. LEASES
The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch operations. The Company’s lease agreements under which its branch locations are operated have all been designated as operating leases. The Company does not lease equipment under operating leases, nor does it have leases designated as finance leases.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which the Company has elected to account for separately, as the non-lease component amounts are readily determinable.
Quantitative information regarding the Company’s operating leases is presented below as of and for the six months ended June 30, 2026 and 2025 (dollars in thousands).
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Total operating lease cost(1) | $ | 359 | $ | |||||
| Weighted-average remaining lease term (in years) | 4.3 | |||||||
| Weighted-average discount rate | 3.5 | % | % | |||||
| (1) | Short-term lease cost was immaterial for the periods presented. |
At June 30, 2026 and December 31, 2025, the Company’s operating lease ROU assets were $
Future obligations due under non-cancelable operating leases at June 30, 2026 are presented below (dollars in thousands).
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease obligations | $ |
At June 30, 2026, the Company had not entered into any material leases that have not yet commenced.
The Bank owns its corporate headquarters building, the first floor of which is occupied by multiple tenants. The Bank, as lessor, also leases a portion of one of its branch locations. All tenant leases are operating leases. The Bank, as lessor, recognized lease income of $
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
When included in this Quarterly Report on Form 10-Q, or in other documents that Investar Holding Corporation files with the SEC or in statements made by or on behalf of the Company, words like “may,” “should,” “could,” “predict,” “potential,” “believe,” “think,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “outlook” and similar expressions or the negative version of those words are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those described therein. The Company’s forward-looking statements are based on assumptions and estimates that management believes to be reasonable in light of the information available at the time such statements are made. However, many of the matters addressed by these statements are inherently uncertain and could be affected by many factors beyond management’s control. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. These factors include, but are not limited to, the following, any one or more of which could materially affect the outcome of future events:
| • | the significant risks and uncertainties for our business, results of operations and financial condition, as well as our regulatory capital and liquidity ratios and other regulatory requirements caused by business and economic conditions generally and in the financial services industry in particular, whether nationally, regionally or in the markets in which we operate, including heightened uncertainties resulting from recent changing trade and tariff policies that could have an adverse impact on inflation and economic growth at least in the near term; | |
| • |
changes in inflation, interest rates, yield curves and interest rate spread relationships that affect our loan and deposit pricing; | |
| • | our ability to successfully execute our strategy focused on consistent, quality earnings through the optimization of our balance sheet, and our ability to successfully execute a long-term growth strategy; | |
| • | our ability to achieve organic loan and deposit growth, and the composition of that growth; | |
| • | our ability to identify and enter into agreements to combine with attractive acquisition candidates, finance acquisitions, complete acquisitions after definitive agreements are entered into, and successfully integrate and grow acquired operations; | |
| • |
our potential growth, including our entrance or expansion into new markets, and the need for sufficient capital to support that growth;
|
|
| • | a reduction in liquidity, including as a result of a reduction in the amount of deposits we hold or other sources of liquidity; | |
| • | inaccuracy of the assumptions and estimates we make in establishing reserves for credit losses and other estimates; | |
| • | changes in the quality or composition of our loan portfolio, including adverse developments in borrower industries or in the repayment ability of individual borrowers; | |
| • | changes in the quality and composition of, and changes in unrealized losses in, our investment portfolio, including whether we may have to sell securities before their recovery of amortized cost basis and realize losses; | |
| • | the extent of continuing client demand for the high level of personalized service that is a key element of our banking approach as well as our ability to execute our strategy generally; | |
| • | our dependence on our management team, and our ability to attract and retain qualified personnel; | |
| • | the concentration of our business within our geographic areas of operation in Louisiana, Texas and Alabama; | |
| • | risks to holders of our common stock relating to our Series A Preferred Stock, including but not limited to dividend preferences to holders of the preferred stock, other conditions with respect to the payment of dividends on our common stock, potential dilution upon conversion of the preferred stock, and liquidation preferences to holders of the preferred stock; | |
| • | increasing costs of complying with new and potential future regulations; | |
| • | new or increasing geopolitical tensions, including resulting from conflicts and wars in the Middle East, Ukraine and Israel and surrounding areas or new areas; | |
| • | the emergence or worsening of widespread public health challenges or pandemics; | |
| • | concentration of credit exposure; | |
| • | any deterioration in asset quality and higher loan charge-offs, and the time and effort necessary to resolve problem assets; |
| • | fluctuations in the price of oil and natural gas; | |
| • | data processing system failures and errors; | |
| • |
risks associated with our digital transformation process, including increased risks of cyberattacks and other security breaches and challenges associated with addressing the increased prevalence of artificial intelligence; | |
| • | risks of losses resulting from increased fraud attacks against us and others in the financial services industry; | |
| • | potential impairment of our goodwill and other intangible assets; | |
| • | the impact of litigation and other legal proceedings to which we become subject; | |
| • | competitive pressures in the commercial finance, retail banking, mortgage lending and consumer finance industries, as well as the financial resources of, and products offered by, competitors; | |
| • | the impact of changes in laws and regulations applicable to us, including banking, securities and tax laws and regulations and accounting standards, as well as changes in the interpretation of such laws and regulations by our regulators; | |
| • | changes in the scope and costs of FDIC insurance and other coverages; | |
| • | governmental monetary and fiscal policies; and | |
| • | hurricanes, tropical storms, tropical depressions, floods, winter storms, droughts and other adverse weather events, all of which have affected the Company’s market areas from time to time; other natural disasters; oil spills and other man-made disasters; acts of terrorism; other international or domestic calamities; acts of God; and other matters beyond our control. |
These factors should not be construed as exhaustive. Additional information on these and other risk factors can be found in Part I. Item 1A. “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report and in Part II. Item 1A. “Risk Factors” of this report.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking to update our forward-looking statements, and we do not intend to release publicly any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based, except as required by law.
Company Overview
This section presents management’s perspective on the consolidated financial condition and results of operations of the Company and its wholly-owned subsidiary, the Bank. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes thereto included herein, and the audited consolidated financial statements for the year ended December 31, 2025, including the notes thereto, and the related MD&A in the Annual Report. All cross-references to the “Notes” in this Form 10-Q refer to the Notes to Consolidated Financial Statements contained in Part I. Item 1. Financial Statements unless otherwise noted.
The Bank commenced operations in 2006, and we completed our initial public offering in July 2014. On July 1, 2019, the Bank changed from a Louisiana state bank charter to a national bank charter, and its name changed to Investar Bank, National Association. Through the Bank, we provide full banking services, excluding trust services, tailored primarily to meet the needs of individuals, professionals, and small to medium-sized businesses. Our primary areas of operation are south Louisiana, including Baton Rouge, New Orleans, Lafayette, Lake Charles, and their surrounding areas; Texas, including Houston and its surrounding area, and, as of January 1, 2026, north Dallas and Wichita Falls and their surrounding areas; and Alabama, including York and Oxford and their surrounding areas. At June 30, 2026, we operated 36 full service branches comprised of 20 full service branches in Louisiana, ten full service branches in Texas, and six full service branches in Alabama.
Our strategy focuses on consistent, quality earnings through the optimization of our balance sheet. Our strategy includes originating and renewing high quality, primarily variable-rate, loans and allowing higher risk credit relationships to run off. We have kept duration short on our liabilities to provide flexibility to secure lower cost funding that was accretive to our net interest margin. Our strategy also includes growth through acquisitions, including whole-bank acquisitions, strategic branch acquisitions and asset acquisitions. We have completed eight whole-bank acquisitions since 2011 and regularly review acquisition opportunities. Our most recent whole bank acquisition was completed in January 2026. For additional information, see “Acquisition of WFB” below.
Our principal business is lending to and accepting deposits from individuals and small to medium-sized businesses in our areas of operation. As a financial holding company operating through one reportable segment, we generate our income principally from interest on loans and, to a lesser extent, our securities investments, as well as from fees charged in connection with our various loan and deposit services. Our principal expenses are interest expense on interest-bearing customer deposits and borrowings, salaries and employee benefits, occupancy costs, data processing and other operating expenses. We measure our performance through our net interest margin, return on average assets, and return on average equity, among other metrics, while seeking to maintain appropriate regulatory leverage and risk-based capital ratios.
Acquisition of WFB
On July 1, 2025, we announced that we had entered into the Agreement and Plan of Merger by and between the Company and WFB, headquartered in Wichita Falls, Texas, which provided for the merger of WFB with and into the Company, with the Company as the surviving corporation, followed by the merger of FNB, WFB’s wholly-owned subsidiary, with and into the Bank, with the Bank as the surviving bank. We completed the acquisition of WFB and FNB on January 1, 2026. All of the issued and outstanding shares of WFB common stock were converted into aggregate merger consideration consisting of $7.2 million in cash and 3,955,272 shares of our common stock for an aggregate transaction value of $112.9 million. This value is based on the Company’s closing stock price on December 31, 2025 of $26.72 per common share. On January 1, 2026, we acquired $1.15 billion in total assets, $950.2 million in net loans and $1.02 billion in total deposits. For additional information, see Note 2. Business Combinations.
Private Placement of Series A Preferred Stock
Certain Events That Affect Period-over-Period Comparability
Acquisitions. As discussed above, on January 1, 2026, we completed the acquisition of WFB.
Changing Inflation and Interest Rates. During 2025, beginning in September 2025, the Federal Reserve reduced the federal funds target rate three times by 75 basis points on a cumulative basis to 3.50% to 3.75%. Accordingly, the prevailing federal funds target rate for the three and six months ended June 30, 2026 was lower than for the three and six months ended June 30, 2025.
Hurricane Ida. During the first quarter of 2025, we recorded a $3.3 million recovery of loans previously charged off as a result of a property insurance settlement related to a loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida, and we also recorded related noninterest expense of $0.2 million.
Private Placement of Series A Preferred Stock. As discussed above, on July 1, 2025, we completed a private placement of our newly designated Series A Preferred Stock.
Overview of Financial Condition and Results of Operations
Total assets increased $1.03 billion, or 36.3%, to $3.86 billion at June 30, 2026, compared to $2.83 billion at December 31, 2025. The acquisition of WFB increased total assets by $1.15 billion on January 1, 2026. For the three months ended June 30, 2026, net income available to common shareholders was $8.9 million, or $0.61 per diluted common share, compared to net income available to common shareholders of $4.5 million, or $0.46 per diluted common share, for the three months ended June 30, 2025. For the six months ended June 30, 2026, net income available to common shareholders was $20.4 million, or $1.38 per diluted common share, compared to net income available to common shareholders of $10.8 million, or $1.09 per diluted common share, for the six months ended June 30, 2025. At June 30, 2026, the Company and Bank each were in compliance with all regulatory capital requirements, and the Bank was considered “well-capitalized” under the FDIC’s prompt corrective action regulations.
Key components of our performance for the three and six months ended June 30, 2026 are summarized below.
| ● | Total loans increased $883.9 million, or 40.6%, to $3.06 billion at June 30, 2026, compared to $2.18 billion at December 31, 2025. | |
| ● | Total deposits increased $863.6 million, or 36.7%, to $3.21 billion at June 30, 2026, compared to $2.35 billion at December 31, 2025. Noninterest-bearing deposits increased $175.9 million, or 39.4%, to $621.9 million at June 30, 2026, compared to $446.0 million at December 31, 2025. As of June 30, 2026, estimated uninsured deposits represented approximately 34% of our total deposits. | |
| ● | Net interest income for the three months ended June 30, 2026 was $33.4 million, an increase of $13.8 million, or 70.3%, compared to $19.6 million for the three months ended June 30, 2025, which was the result of a $17.8 million increase in interest income partially offset by a $4.0 million increase in interest expense. Net interest income for the six months ended June 30, 2026 was $66.1 million, an increase of $28.1 million, or 74.0%, compared to $38.0 million for the six months ended June 30, 2025, which was the result of a $36.6 million increase in interest income partially offset by an $8.5 million increase in interest expense. | |
| ● | During the three months ended June 30, 2026, our net interest margin was 3.67%, compared to 3.03% for the three months ended June 30, 2025. During the six months ended June 30, 2026, our net interest margin was 3.63%, compared to 2.95% for the six months ended June 30, 2025. We experienced margin expansion as our yield on interest-earning assets increased and our overall cost of funds decreased for the respective periods. | |
| ● | For the three months ended June 30, 2026, we recorded a provision for credit losses of $0.3 million compared to a provision for credit losses of $0.1 million for the three months ended June 30, 2025. For the six months ended June 30, 2026, we recorded a reversal of credit losses of $1.8 million compared to a reversal of credit losses of $3.5 million for the six months ended June 30, 2025. | |
| ● | Noninterest income increased $0.5 million, or 18.0%, to $3.1 million for the three months ended June 30, 2026, compared to $2.6 million for the three months ended June 30, 2025. Noninterest income increased $1.4 million, or 31.1%, to $6.1 million for the six months ended June 30, 2026, compared to $4.6 million for the six months ended June 30, 2025. | |
| ● | Noninterest expense increased $8.0 million, or 47.7%, to $24.7 million for the three months ended June 30, 2026, compared to $16.7 million for the three months ended June 30, 2025. Noninterest expense increased $14.6 million, or 44.2%, to $47.5 million for the six months ended June 30, 2026, compared to $32.9 million for the six months ended June 30, 2025. | |
| ● |
Nonperforming loans were 0.63% of total loans at June 30, 2026, compared to 0.43% at December 31, 2025. |
|
| ● | Return on average assets increased to 0.98% for the three months ended June 30, 2026, compared to 0.66% for the three months ended June 30, 2025. Return on average assets increased to 1.11% for the six months ended June 30, 2026, compared to 0.80% for the six months ended June 30, 2025. | |
| ● | Return on average common equity was 9.19% for the three months ended June 30, 2026, compared to 7.07% for the three months ended June 30, 2025. Return on average common equity was 10.64% for the six months ended June 30, 2026, compared to 8.66% for the six months ended June 30, 2025. | |
| ● | Book value per common share reached a record high of $28.29 at June 30, 2026, compared to $27.63 at December 31, 2025. | |
| ● | During the three months ended June 30, 2026, we paid $0.8 million to repurchase 27,235 shares of common stock compared to $0.6 million to repurchase 36,065 shares of common stock during the three months ended June 30, 2025. During the six months ended June 30, 2026, we paid $2.3 million to repurchase 80,655 shares of common stock compared to $1.3 million to repurchase 71,057 shares of common stock during the six months ended June 30, 2025. | |
| ● | Stockholders’ equity increased $119.1 million, or 39.5%, to $420.1 million at June 30, 2026 compared to $301.1 million at December 31, 2025. |
Discussion and Analysis of Financial Condition
Loans
General. Loans constitute our most significant asset, comprising 79.2% and 76.8% of our total assets at June 30, 2026 and December 31, 2025, respectively. Total loans increased $883.9 million, or 40.6%, to $3.06 billion at June 30, 2026, compared to $2.18 billion at December 31, 2025. The increase in loans was primarily the result of the acquisition of WFB, which increased total loans $961.9 million on January 1, 2026. We are emphasizing the origination of high margin loans that promote long-term profitability and proactively exiting credit relationships that do not fit this strategy. Our variable-rate loans as a percentage of total loans increased to 50% at June 30, 2026 compared to 38% at December 31, 2025. Included in variable-rate loans as of June 30, 2026 are adjustable-rate mortgage loans we acquired in connection with our acquisition of WFB.
The table below sets forth the balance of loans outstanding by loan type as of the dates presented, and the percentage of each loan type to total loans (dollars in thousands).
| June 30, 2026 |
December 31, 2025 |
|||||||||||||||
| Percentage of |
Percentage of |
|||||||||||||||
| Amount |
Total Loans |
Amount |
Total Loans |
|||||||||||||
| Construction and development |
$ | 261,799 | 8.6 | % | $ | 147,980 | 6.8 | % | ||||||||
| 1-4 Family |
907,385 | 29.7 | 376,238 | 17.3 | ||||||||||||
| Multifamily |
144,234 | 4.7 | 130,005 | 6.0 | ||||||||||||
| Farmland |
9,850 | 0.3 | 4,788 | 0.2 | ||||||||||||
| Commercial real estate |
||||||||||||||||
| Owner-occupied(1) |
508,245 | 16.6 | 460,126 | 21.1 | ||||||||||||
| Nonowner-occupied |
512,483 | 16.7 | 452,142 | 20.8 | ||||||||||||
| Total mortgage loans on real estate |
2,343,996 | 76.6 | 1,571,279 | 72.2 | ||||||||||||
| Commercial and industrial(1) |
703,279 | 23.0 | 595,263 | 27.4 | ||||||||||||
| Consumer |
12,612 | 0.4 | 9,431 | 0.4 | ||||||||||||
| Total loans |
$ | 3,059,887 | 100 | % | $ | 2,175,973 | 100 | % | ||||||||
| (1) |
The Company’s business lending portfolio consists of loans secured by owner-occupied commercial real estate properties and commercial and industrial loans. |
At June 30, 2026, the Company’s business lending portfolio, which consists of loans secured by owner-occupied commercial real estate properties and commercial and industrial loans, was $1.21 billion, an increase of $156.1 million, or 14.8%, compared to $1.06 billion at December 31, 2025. The increase in the business lending portfolio was primarily driven by the acquisition of WFB and increased commercial and industrial loan production, partially offset by loan amortization.
Construction and development loans totaled $261.8 million at June 30, 2026, an increase of $113.8 million, or 76.9%, compared to $148.0 million at December 31, 2025. The increase in construction and development loans was primarily due to the acquisition of WFB, partially offset by planned run off of loans acquired from WFB, consisting of consumer mortgage and nonowner-occupied construction loans, and conversions to permanent loans upon completion of construction.
1-4 Family loans totaled $907.4 million at June 30, 2026, an increase of $531.1 million, or 141.2%, compared to $376.2 million at December 31, 2025. The increase in 1-4 family loans was primarily due to the acquisition of WFB. Substantially all of the 1-4 family loans acquired from WFB were consumer mortgage loans with an adjustable rate.
During the third quarter of 2023, we exited the consumer mortgage loan origination business to transition into shorter duration, higher risk-adjusted return asset classes in an effort to focus more on our core business and optimize profitability. Our strategy is to allow the consumer mortgage portfolio to amortize and remix the loan portfolio by replacing consumer mortgage loans with owner-occupied commercial real estate loans and commercial and industrial loans. We will continue our strategy to allow the consumer mortgage portfolio to amortize, including those loans acquired through our acquisition of WFB.
The consumer mortgage portfolio was approximately $849.0 million and $224.5 million at June 30, 2026 and December 31, 2025, respectively. The increase was due to the acquisition of WFB. Our consumer mortgage portfolio is included in the 1-4 family and construction and development categories. At June 30, 2026, the remaining loans in the construction and development category consisted primarily of commercial properties, and the remaining loans in the 1-4 family category consisted primarily of second mortgages, home equity loans, home equity lines of credit, and business purpose loans secured by 1-4 family residential real estate.
Nonowner-occupied loans totaled $512.5 million at June 30, 2026, an increase of $60.3 million, or 13.3%, compared to $452.1 million at December 31, 2025. The increase in nonowner-occupied loans was primarily due to the acquisition of WFB, organic growth and conversions of construction and development loans to nonowner-occupied loans upon completion of construction, partially offset by loan amortization.
Loan Concentrations. Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At June 30, 2026 and December 31, 2025, we had no concentrations of loans exceeding 10% of total loans other than loans in the categories listed in the table above.
| June 30, 2026 |
December 31, 2025 |
|||||||||||||||
| Amount |
Percentage of Total |
Amount |
Percentage of Total |
|||||||||||||
| Owner-occupied |
||||||||||||||||
| Retail trade |
$ | 133,243 | 26 | % | $ | 129,973 | 28 | % | ||||||||
| Real estate |
63,846 | 13 | 39,930 | 9 | ||||||||||||
| Wholesale trade |
57,374 | 11 | 59,282 | 13 | ||||||||||||
| Healthcare and social assistance |
40,815 | 8 | 42,522 | 9 | ||||||||||||
| Other services (except public administration) |
35,433 | 7 | 32,147 | 7 | ||||||||||||
| Mining, quarrying, and oil and gas extraction |
33,445 | 7 | 34,119 | 7 | ||||||||||||
| Accommodation and food services |
33,051 | 6 | 30,884 | 7 | ||||||||||||
| Manufacturing |
28,545 | 6 | 20,733 | 5 | ||||||||||||
| Construction |
21,260 | 4 | 16,193 | 4 | ||||||||||||
| All other(1) |
61,233 | 12 | 54,343 | 11 | ||||||||||||
| Total owner-occupied |
$ | 508,245 | 100 | % | $ | 460,126 | 100 | % | ||||||||
| Nonowner-occupied |
||||||||||||||||
| Retail |
$ | 162,774 | 32 | % | $ | 157,272 | 35 | % | ||||||||
| Office |
103,804 | 20 | 82,833 | 18 | ||||||||||||
| Healthcare |
82,567 | 16 | 85,921 | 19 | ||||||||||||
| Warehouse |
72,661 | 14 | 49,254 | 11 | ||||||||||||
| Hotel/motel |
29,483 | 6 | 29,956 | 7 | ||||||||||||
| All other |
61,194 | 12 | 46,906 | 10 | ||||||||||||
| Total nonowner-occupied |
$ | 512,483 | 100 | % | $ | 452,142 | 100 | % | ||||||||
| (1) |
No individual category within “All other” represents more than 4% of total owner-occupied loans. |
The following table reflects contractual loan maturities of loans in our loan portfolio and the amount of such loans with fixed and variable interest rates in each maturity range at June 30, 2026 (dollars in thousands). Adjustable-rate mortgage loans that we acquired in connection with our acquisition of WFB are reflected in the “Loans with variable rates” portion of the table; however, the rate of these loans is generally fixed for an initial period depending on the loan terms.
| One Year or Less |
After One Year Through Five Years |
After Five Years Through Fifteen Years |
After Fifteen Years |
Total |
||||||||||||||||
| Mortgage loans on real estate: |
||||||||||||||||||||
| Construction and development |
$ | 209,903 | $ | 38,331 | $ | 13,225 | $ | 340 | $ | 261,799 | ||||||||||
| 1-4 Family |
31,177 | 84,581 | 45,179 | 746,448 | 907,385 | |||||||||||||||
| Multifamily |
27,969 | 97,758 | 5,768 | 12,739 | 144,234 | |||||||||||||||
| Farmland |
1,101 | 6,803 | 1,686 | 260 | 9,850 | |||||||||||||||
| Commercial real estate |
||||||||||||||||||||
| Owner-occupied |
117,689 | 212,764 | 174,894 | 2,898 | 508,245 | |||||||||||||||
| Nonowner-occupied |
184,942 | 218,064 | 105,890 | 3,587 | 512,483 | |||||||||||||||
| Commercial and industrial |
372,142 | 175,178 | 155,880 | 79 | 703,279 | |||||||||||||||
| Consumer |
2,882 | 8,120 | 1,385 | 225 | 12,612 | |||||||||||||||
| Total loans |
$ | 947,805 | $ | 841,599 | $ | 503,907 | $ | 766,576 | $ | 3,059,887 | ||||||||||
| Loans with fixed rates: |
||||||||||||||||||||
| Mortgage loans on real estate: |
||||||||||||||||||||
| Construction and development |
$ | 108,188 | $ | 17,472 | $ | 3,738 | $ | 144 | $ | 129,542 | ||||||||||
| 1-4 Family |
18,637 | 53,950 | 37,691 | 202,077 | 312,355 | |||||||||||||||
| Multifamily |
24,397 | 51,848 | 3,183 | 831 | 80,259 | |||||||||||||||
| Farmland |
453 | 5,509 | 534 | — | 6,496 | |||||||||||||||
| Commercial real estate |
||||||||||||||||||||
| Owner-occupied |
20,896 | 145,015 | 161,234 | — | 327,145 | |||||||||||||||
| Nonowner-occupied |
114,863 | 184,771 | 84,883 | 156 | 384,673 | |||||||||||||||
| Commercial and industrial |
28,320 | 135,186 | 110,286 | — | 273,792 | |||||||||||||||
| Consumer |
2,662 | 7,922 | 1,247 | 80 | 11,911 | |||||||||||||||
| Total loans with fixed rates |
$ | 318,416 | $ | 601,673 | $ | 402,796 | $ | 203,288 | $ | 1,526,173 | ||||||||||
| Loans with variable rates: |
||||||||||||||||||||
| Mortgage loans on real estate: |
||||||||||||||||||||
| Construction and development |
$ | 101,715 | $ | 20,859 | $ | 9,487 | $ | 196 | $ | 132,257 | ||||||||||
| 1-4 Family |
12,540 | 30,631 | 7,488 | 544,371 | 595,030 | |||||||||||||||
| Multifamily |
3,572 | 45,910 | 2,585 | 11,908 | 63,975 | |||||||||||||||
| Farmland |
648 | 1,294 | 1,152 | 260 | 3,354 | |||||||||||||||
| Commercial real estate |
||||||||||||||||||||
| Owner-occupied |
96,793 | 67,749 | 13,660 | 2,898 | 181,100 | |||||||||||||||
| Nonowner-occupied |
70,079 | 33,293 | 21,007 | 3,431 | 127,810 | |||||||||||||||
| Commercial and industrial |
343,822 | 39,992 | 45,594 | 79 | 429,487 | |||||||||||||||
| Consumer |
220 | 198 | 138 | 145 | 701 | |||||||||||||||
| Total loans with variable rates |
$ | 629,389 | $ | 239,926 | $ | 101,111 | $ | 563,288 | $ | 1,533,714 | ||||||||||
Investment Securities
We purchase investment securities primarily to provide a source for meeting liquidity needs, with return on investment a secondary consideration. We also use investment securities as collateral for certain deposits and other types of borrowings. Investment securities represented 11.9% of our total assets and totaled $458.5 million at June 30, 2026, an increase of $39.7 million, or 9.5%, from $418.8 million at December 31, 2025. The increase in investment securities at June 30, 2026 compared to December 31, 2025 was driven primarily by a $16.7 million increase in obligations of the U.S. Treasury and U.S. government agencies and corporations, a $14.4 million increase in residential mortgage-backed securities and a $9.0 million increase in commercial mortgage-backed securities. Due in large part to higher interest rates and market volatility, net unrealized losses in our AFS investment securities portfolio totaled $48.0 million at June 30, 2026, compared to $45.4 million at December 31, 2025. For additional information, see Note 4. Investment Securities.
Shortly after the acquisition of WFB, substantially all of the securities from the acquired portfolio were sold at carrying value, resulting in net proceeds of approximately $50.5 million.
The table below shows the carrying value of our investment securities portfolio by investment type and the percentage that such investment type comprises of our entire portfolio as of the dates indicated (dollars in thousands).
| June 30, 2026 |
December 31, 2025 |
|||||||||||||||
| Balance |
Percentage of Portfolio |
Balance |
Percentage of Portfolio |
|||||||||||||
| Obligations of the U.S. Treasury and U.S. government agencies and corporations |
$ | 35,418 | 7.7 | % | $ | 18,751 | 4.5 | % | ||||||||
| Obligations of state and political subdivisions |
62,698 | 13.7 | 62,613 | 14.9 | ||||||||||||
| Corporate bonds |
24,188 | 5.3 | 24,682 | 5.9 | ||||||||||||
| Residential mortgage-backed securities |
263,673 | 57.5 | 249,247 | 59.5 | ||||||||||||
| Commercial mortgage-backed securities |
72,566 | 15.8 | 63,520 | 15.2 | ||||||||||||
| Total |
$ | 458,543 | 100 | % | $ | 418,813 | 100 | % | ||||||||
The investment portfolio consists of AFS and HTM securities. We do not hold any investments classified as trading. We classify debt securities as HTM if management has the positive intent and ability to hold the securities to maturity. HTM debt securities are stated at amortized cost. Securities not classified as HTM are classified as AFS and are stated at fair value. The carrying values of our AFS securities are adjusted for unrealized gains or losses not attributable to credit losses as valuation allowances, and any gains or losses are reported on an after-tax basis as a component of other comprehensive (loss) income. As of June 30, 2026, AFS securities comprised 90% of our total investment securities.
We perform a quarterly assessment to develop an estimate of expected credit losses on the investment portfolio, which considers the nature of the investments, credit ratings, current interest rate environment, the financial health of the issuer, ratings changes and outlook, explicit and implicit guarantees, and insurance programs, among other factors. The unrealized losses in obligations of state and political subdivisions were caused by interest rate changes. These securities generally benefit from stable, dedicated revenue sources and a legal framework that prioritizes bondholder payments, which significantly mitigates credit risk. The unrealized losses in mortgage-backed securities were caused by interest rate changes. These securities are either guaranteed by the U.S. government or by a government sponsored enterprise and are generally considered to be risk-free. We intend to hold these securities either until maturity or a forecasted recovery, and it is more likely than not that the Company will not have to sell the securities before the recovery of their amortized cost basis. We determined that the declines in the fair values of the AFS and HTM securities portfolio were not attributable to credit losses at June 30, 2026 and December 31, 2025. Accordingly, no ACL was recorded related to our investment securities.
The table below sets forth the stated maturities and weighted average yields of our investment debt securities based on the amortized cost of our investment portfolio at June 30, 2026 (dollars in thousands).
| One Year or Less |
After One Year Through Five Years |
After Five Years Through Ten Years |
After Ten Years |
|||||||||||||||||||||||||||||
| Amount |
Yield |
Amount |
Yield |
Amount |
Yield |
Amount |
Yield |
|||||||||||||||||||||||||
| Held to maturity: |
||||||||||||||||||||||||||||||||
| Obligations of state and political subdivisions |
$ | — | — | % | $ | 2,037 | 4.10 | % | $ | 7,255 | 5.90 | % | $ | 36,100 | 7.17 | % | ||||||||||||||||
| Residential mortgage-backed securities |
— | — | — | — | — | — | 1,825 | 3.15 | ||||||||||||||||||||||||
| Available for sale: |
||||||||||||||||||||||||||||||||
| Obligations of the U.S. Treasury and U.S. government agencies and corporations |
6,014 | 3.92 | 4,438 | 5.34 | 25,065 | 4.16 | 409 | 4.21 | ||||||||||||||||||||||||
| Obligations of state and political subdivisions |
29 | 2.99 | 5,793 | 2.60 | 5,387 | 2.51 | 7,649 | 3.56 | ||||||||||||||||||||||||
| Corporate bonds |
500 | 3.00 | 11,708 | 4.93 | 12,448 | 4.47 | 750 | 7.68 | ||||||||||||||||||||||||
| Residential mortgage-backed securities |
— | — | 273 | 1.93 | 3,693 | 3.16 | 295,381 | 2.84 | ||||||||||||||||||||||||
| Commercial mortgage-backed securities |
— | — | 7,062 | 4.13 | 4,826 | 3.99 | 67,950 | 3.40 | ||||||||||||||||||||||||
| $ | 6,543 | $ | 31,311 | $ | 58,674 | $ | 410,064 | |||||||||||||||||||||||||
The maturity of mortgage-backed securities reflects scheduled repayments based upon the contractual maturities of the securities. Weighted average yields on tax-exempt securities are calculated based on amortized cost on a fully tax equivalent basis assuming a federal tax rate of 21%, when applicable.
Deposits
The following table sets forth the composition of our deposits and the percentage of each deposit type to total deposits at June 30, 2026 and December 31, 2025 (dollars in thousands).
| June 30, 2026 |
December 31, 2025 |
|||||||||||||||
| Amount |
Percentage of Total Deposits |
Amount |
Percentage of Total Deposits |
|||||||||||||
| Noninterest-bearing demand deposits |
$ | 621,870 | 19.3 | % | $ | 445,986 | 19.0 | % | ||||||||
| Interest-bearing demand deposits |
989,520 | 30.8 | 608,807 | 25.9 | ||||||||||||
| Money market deposits |
362,317 | 11.3 | 255,500 | 10.9 | ||||||||||||
| Brokered demand deposits |
— | — | 2 | — | ||||||||||||
| Savings deposits |
165,192 | 5.1 | 136,124 | 5.8 | ||||||||||||
| Brokered time deposits |
62,900 | 2.0 | 204,069 | 8.7 | ||||||||||||
| Time deposits |
1,012,087 | 31.5 | 699,761 | 29.7 | ||||||||||||
| Total deposits |
$ | 3,213,886 | 100 | % | $ | 2,350,249 | 100 | % | ||||||||
Total deposits were $3.21 billion at June 30, 2026, an increase of $863.6 million, or 36.7%, compared to $2.35 billion at December 31, 2025. The increase in deposits was primarily the result of the acquisition of WFB, which increased total deposits $1.02 billion on January 1, 2026, consisting of $187.9 million and $835.5 million of noninterest-bearing deposits and interest-bearing deposits, respectively.
The increase in noninterest-bearing demand deposits, interest-bearing demand deposits, and money market deposits at June 30, 2026 compared to December 31, 2025 was primarily the result of the acquisition of WFB and organic growth. The increase in time deposits at June 30, 2026 compared to December 31, 2025 was primarily the result of the acquisition of WFB, partially offset by the run-off of higher yielding time deposits. Brokered time deposits decreased to $62.9 million at June 30, 2026 from $204.1 million at December 31, 2025. We utilize brokered time deposits, entirely in denominations of less than $250,000, to secure fixed cost funding and reduce short-term borrowings. At June 30, 2026, the balance of brokered time deposits remained below 10% of total assets, and the remaining weighted average duration was approximately four months with a weighted average rate of 3.78%.
At June 30, 2026, our estimated uninsured deposits were $1.10 billion, or approximately 34% of total deposits, compared to $793.2 million, or approximately 34% of our total deposits at December 31, 2025. The estimates are based on the same methodologies and assumptions used for our regulatory reporting requirements. The insured deposit data does not reflect an evaluation of all of the account ownership category distinctions that would determine the availability of deposit insurance to individual accounts based on FDIC regulations.
The following table shows scheduled maturities of time deposits in excess of the FDIC insurance limit of $250,000 at June 30, 2026 and December 31, 2025 (dollars in thousands).
| June 30, 2026 |
December 31, 2025 |
|||||||
| Time remaining until maturity: |
||||||||
| Three months or less |
$ | 155,712 | $ | 103,130 | ||||
| Over three months through six months |
84,992 | 60,840 | ||||||
| Over six months through twelve months |
107,019 | 62,241 | ||||||
| Over twelve months |
18,054 | 10,320 | ||||||
| Total |
$ | 365,777 | $ | 236,531 | ||||
Borrowings
At June 30, 2026, total borrowings included securities sold under agreements to repurchase, FHLB advances, subordinated debt issued in 2022, and junior subordinated debentures assumed through acquisitions.
We had $18.6 million of securities sold under agreements to repurchase at June 30, 2026 and $11.2 million at December 31, 2025.
Our advances from the FHLB were $136.0 million at June 30, 2026, an increase of $20.0 million compared to FHLB advances of $116.0 million at December 31, 2025. Based on original maturities, at June 30, 2026, $36.0 million were short-term and $100.0 million were long-term FHLB advances, compared to $36.0 million short-term and $80.0 million long-term FHLB advances at December 31, 2025. FHLB advances are used to fund new loan and investment activity that is not funded by deposits or other borrowings.
The main source of our short-term borrowings are advances from the FHLB. The rate charged for advances from the FHLB is directly tied to the Federal Reserve’s federal funds target rate. As of June 30, 2026, the federal funds target rate was 3.50% to 3.75%.
The average balances and cost of short-term borrowings for the three and six months ended June 30, 2026 and 2025 are summarized in the table below (dollars in thousands).
| Average Balances |
Cost of Short-term Borrowings |
|||||||||||||||||||||||||||||||
| Three months ended June 30, |
Six months ended June 30, |
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
|||||||||||||||||||||||||
| Federal funds purchased and short-term FHLB advances |
$ | 48,207 | $ | 20,989 | $ | 42,137 | $ | 29,731 | 3.82 | % | 4.44 | % | 3.83 | % | 4.44 | % | ||||||||||||||||
| Repurchase agreements |
23,896 | 11,596 | 18,727 | 11,832 | 0.76 | 0.75 | 0.78 | 0.75 | ||||||||||||||||||||||||
| Total short-term borrowings |
$ | 72,103 | $ | 32,585 | $ | 60,864 | $ | 41,563 | 2.81 | % | 3.13 | % | 2.89 | % | 3.39 | % | ||||||||||||||||
The following table sets forth certain information regarding securities sold under agreements to repurchase for the three and six months ended June 30, 2026 and 2025 (dollars in thousands).
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Repurchase agreements: |
||||||||||||||||
| Amount outstanding at period end |
$ | 18,575 | $ | 11,023 | $ | 18,575 | $ | 11,023 | ||||||||
| Average amount outstanding during the period |
23,896 | 11,596 | 18,727 | 11,832 | ||||||||||||
| Maximum amount at any month end during the period |
18,575 | 16,082 | 18,575 | 16,082 | ||||||||||||
| Weighted-average interest rate at period end |
0.80 | % | 0.75 | % | 0.80 | % | 0.75 | % | ||||||||
| Weighted-average interest rate during period |
0.76 | 0.75 | 0.78 | 0.75 | ||||||||||||
The carrying value of the subordinated debt, which consists entirely of our 2032 Notes, was $16.8 million and $16.7 million at June 30, 2026 and December 31, 2025, respectively. The $23.0 million and $8.8 million in junior subordinated debt at June 30, 2026 and December 31, 2025, respectively, represented the junior subordinated debentures that we assumed through acquisitions. The increase in junior subordinated debt was due to the acquisition of WFB and consisted of $9.2 million of unsecured debt obligations due to trusts and a $5.0 million loan, which matures in October 2029, related to our Southlake corporate office. On January 1, 2026, we assumed WFB’s obligations on an unsecured basis with respect to a $10.0 million note to TIB, N.A. We repaid the note in full in January 2026.
For a description of the 2032 Notes, see our Annual Report, Part II. Item 7. “MD&A – Discussion and Analysis of Financial Condition – Borrowings – 2032 Notes” and Note 10 to the financial statements included in such report.
Stockholders’ Equity
Stockholders’ equity was $420.1 million at June 30, 2026, an increase of $119.1 million compared to December 31, 2025. The increase was primarily attributable to the acquisition of WFB, $21.5 million of net income for the six months ended June 30, 2026, partially offset by $3.2 million in dividends declared on common stock, $2.3 million for share repurchases, a $2.1 million increase in accumulated other comprehensive loss due to a decrease in the fair value of the Bank’s AFS securities portfolio, and $1.1 million in dividends declared on the Series A Preferred Stock.
Results of Operations
Performance Summary
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Net income |
$ | 9,472 | $ | 4,494 | $ | 21,496 | $ | 10,787 | ||||||||
| Net income available to common shareholders |
8,944 | 4,494 | 20,440 | 10,787 | ||||||||||||
| Diluted earnings per common share |
0.61 | 0.46 | 1.38 | 1.09 | ||||||||||||
| Performance Ratios |
||||||||||||||||
| Return on average assets |
0.98 | % | 0.66 | % | 1.11 | % | 0.80 | % | ||||||||
| Return on average common equity |
9.19 | 7.07 | 10.64 | 8.66 | ||||||||||||
| Book value per common share |
$ | 28.29 | $ | 26.01 | $ | 28.29 | $ | 26.01 | ||||||||
Net Interest Income and Net Interest Margin
Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors affecting the level of net interest income include the volume of earning assets and interest-bearing liabilities, yields earned on loans and investments and rates paid on deposits and other borrowings, the level of nonperforming loans, the amount of noninterest-bearing liabilities supporting earning assets, and the interest rate environment. Net interest margin is the ratio of net interest income to average interest-earning assets.
The primary factors affecting net interest margin are changes in interest rates, competition, and the shape of the interest rate yield curve. The Federal Reserve Board sets various benchmark rates, including the federal funds target rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. During 2025, beginning in September, the Federal Reserve reduced the federal funds target rate three times by 75 basis points on a cumulative basis to 3.50% to 3.75%, where it remained as of August 6, 2026. Accordingly, the prevailing federal funds target rate during the three and six months ended June 30, 2026 was lower than during the three and six months ended June 30, 2025. For additional discussion, see Certain Events That Affect Period-over-Period Comparability – Changing Inflation and Interest Rates.
Three months ended June 30, 2026 vs. three months ended June 30, 2025. Net interest income increased 70.3% to $33.4 million for the three months ended June 30, 2026 compared to $19.6 million for the same period in 2025. The increase was primarily due to a higher average balance of, and an increase in the yield on, the loan portfolio, partially offset by an increase in the average balance of interest-bearing demand deposits and time deposits. Average loans increased by $945.4 million for the three months ended June 30, 2026 primarily due to the acquisition of WFB, which, in addition to higher loan yields, resulted in a $16.6 million increase in interest income on loans compared to the same period in 2025. Average brokered time deposits were $73.5 million for the three months ended June 30, 2026 compared to $255.4 million during the three months ended June 30, 2025, which along with lower rates paid, resulted in a $2.3 million decrease in interest expense for the three months ended June 30, 2026 compared to the same period in 2025. Average interest-bearing demand deposits increased by $526.2 million, which, combined with an increase in rates, resulted in a $3.3 million increase in interest expense in the second quarter of 2026 compared to the same period in 2025. A higher average balance of time deposits partially offset by a decrease in rates paid on time deposits resulted in a $2.0 million increase in interest expense compared to the same period in 2025. Average noninterest-bearing deposits increased by $178.7 million. Our yield on interest-earning assets increased primarily due to an increase in the average balance of, and the yield on, the loan portfolio. Rates paid on interest-bearing liabilities decreased primarily as a result of the overall decrease in prevailing interest rates.
Interest income was $53.2 million for the three months ended June 30, 2026, compared to $35.4 million for the same period in 2025. Loan interest income made up substantially all of our interest income for the three months ended June 30, 2026 and 2025, although interest on investment securities contributed 8.5% of interest income during the second quarter of 2026 compared to 10.3% during the second quarter of 2025. The overall yield on interest-earning assets was 5.83% and 5.45% for the three months ended June 30, 2026 and 2025, respectively. The loan portfolio yielded 6.28% and 5.94% for the three months ended June 30, 2026 and 2025, respectively, while the yield on the investment portfolio was 3.52% for the three months ended June 30, 2026 compared to 3.22% for the three months ended June 30, 2025. The overall yield on interest-earning assets increased 38 basis points for the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025 and was primarily driven by a 34 basis point increase in the yield on the loan portfolio and a 30 basis point increase in the yield on the investment securities portfolio.
Interest expense was $19.8 million for the three months ended June 30, 2026, an increase of $4.0 million compared to interest expense of $15.7 million for the three months ended June 30, 2025. An increase in interest expense of $4.9 million resulted from an increase in the volume of interest-bearing liabilities, primarily interest-bearing demand deposits and time deposits. A decrease of $0.8 million resulted from the decrease in the cost of interest-bearing liabilities, primarily time deposits and brokered time deposits. Average interest-bearing liabilities increased by $789.9 million for the three months ended June 30, 2026 compared to the same period in 2025, while average interest-bearing deposits increased by $682.3 million, primarily due to an increase in average interest-bearing demand deposits and average time deposits. We increased rates on our interest-bearing demand deposits during the second quarter of 2026 compared to the second quarter of 2025 to attract and retain lower cost deposits relative to higher cost short-term borrowings and brokered time deposits, and the interest-bearing demand deposits acquired from WFB had a higher rate than legacy interest-bearing demand deposits. Average time deposits increased due to the acquisition of WFB; however, we reduced rates on our time deposits during the second quarter of 2026 compared to the second quarter of 2025 due to lower prevailing market interest rates. The cost of interest-bearing deposits decreased 34 basis points to 2.72% for the three months ended June 30, 2026 compared to 3.06% for the three months ended June 30, 2025 primarily as a result of a lower average balance of, and a decrease in rates paid on, brokered time deposits and a decrease in rates paid on time deposits, partially offset by a higher average balance of time deposits and a higher average balance of, and an increase in the rates paid on, interest-bearing demand deposits. The cost of interest-bearing liabilities decreased 31 basis points to 2.82% for the three months ended June 30, 2026 compared to 3.13% for the same period in 2025.
Net interest margin was 3.67% for the three months ended June 30, 2026, an increase of 64 basis points from 3.03% for the three months ended June 30, 2025. The increase in net interest margin was primarily driven by a 38 basis point increase in the yield on interest-earning assets and a 31 basis point decrease in the cost of interest-bearing liabilities.
Average Balances and Yields. The following table sets forth average balance sheet data, including all major categories of interest-earning assets and interest-bearing liabilities, together with the interest earned or paid and the average yield or rate paid on each such category for the three months ended June 30, 2026 and 2025. Averages presented in the table below are daily averages (dollars in thousands).
| Three months ended June 30, |
||||||||||||||||||||||||
| 2026 |
2025 |
|||||||||||||||||||||||
| Interest |
Interest |
|||||||||||||||||||||||
| Average |
Income/ |
Average |
Income/ |
|||||||||||||||||||||
| Balance |
Expense(1) |
Yield/ Rate(1) |
Balance |
Expense(1) |
Yield/ Rate(1) |
|||||||||||||||||||
| Assets |
||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Loans |
$ | 3,049,671 | $ | 47,715 | 6.28 | % | $ | 2,104,266 | $ | 31,140 | 5.94 | % | ||||||||||||
| Securities: |
||||||||||||||||||||||||
| Taxable |
460,171 | 3,790 | 3.30 | 402,438 | 2,961 | 2.95 | ||||||||||||||||||
| Tax-exempt |
56,218 | 743 | 5.30 | 49,682 | 665 | 5.37 | ||||||||||||||||||
| Interest-earning balances with banks |
90,896 | 951 | 4.20 | 47,909 | 593 | 4.97 | ||||||||||||||||||
| Total interest-earning assets |
3,656,956 | 53,199 | 5.83 | 2,604,295 | 35,359 | 5.45 | ||||||||||||||||||
| Cash and due from banks |
31,886 | 26,185 | ||||||||||||||||||||||
| Intangible assets |
71,812 | 41,496 | ||||||||||||||||||||||
| Other assets |
154,580 | 95,142 | ||||||||||||||||||||||
| Allowance for credit losses |
(35,523 | ) | (26,730 | ) | ||||||||||||||||||||
| Total assets |
$ | 3,879,711 | $ | 2,740,388 | ||||||||||||||||||||
| Liabilities and stockholders’ equity |
||||||||||||||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Deposits: |
||||||||||||||||||||||||
| Interest-bearing demand deposits |
$ | 1,320,779 | $ | 7,707 | 2.34 | % | $ | 794,603 | $ | 4,396 | 2.22 | % | ||||||||||||
| Brokered demand deposits |
88 | 1 | 3.82 | 980 | 11 | 4.50 | ||||||||||||||||||
| Savings deposits |
165,410 | 376 | 0.91 | 135,662 | 350 | 1.04 | ||||||||||||||||||
| Brokered time deposits |
73,462 | 706 | 3.86 | 255,374 | 2,999 | 4.71 | ||||||||||||||||||
| Time deposits |
1,019,011 | 8,706 | 3.43 | 709,855 | 6,700 | 3.79 | ||||||||||||||||||
| Total interest-bearing deposits |
2,578,750 | 17,496 | 2.72 | 1,896,474 | 14,456 | 3.06 | ||||||||||||||||||
| Short-term borrowings(2) |
72,103 | 504 | 2.81 | 32,585 | 254 | 3.13 | ||||||||||||||||||
| Long-term debt |
153,627 | 1,750 | 4.57 | 85,487 | 1,005 | 4.71 | ||||||||||||||||||
| Total interest-bearing liabilities |
2,804,480 | 19,750 | 2.82 | 2,014,546 | 15,715 | 3.13 | ||||||||||||||||||
| Noninterest-bearing deposits |
627,583 | 448,835 | ||||||||||||||||||||||
| Other liabilities |
27,114 | 22,101 | ||||||||||||||||||||||
| Stockholders’ equity |
420,534 | 254,906 | ||||||||||||||||||||||
| Total liabilities and stockholders’ equity |
$ | 3,879,711 | $ | 2,740,388 | ||||||||||||||||||||
| Net interest income/net interest margin |
$ | 33,449 | 3.67 | % | $ | 19,644 | 3.03 | % | ||||||||||||||||
| (1) |
Interest income and net interest margin are expressed as a percentage of average interest-earning assets outstanding for the indicated periods and are not presented on a tax equivalent basis. Interest expense is expressed as a percentage of average interest-bearing liabilities for the indicated periods. |
| (2) | For additional information, see Discussion and Analysis of Financial Condition – Borrowings. |
| Three months ended June 30, 2026 vs. |
||||||||||||
| Three months ended June 30, 2025 |
||||||||||||
| Volume |
Rate |
Net(1) |
||||||||||
| Interest income: |
||||||||||||
| Loans |
$ | 13,990 | $ | 2,585 | $ | 16,575 | ||||||
| Securities: |
||||||||||||
| Taxable |
425 | 404 | 829 | |||||||||
| Tax-exempt |
88 | (10 | ) | 78 | ||||||||
| Interest-earning balances with banks |
533 | (175 | ) | 358 | ||||||||
| Total interest-earning assets |
15,036 | 2,804 | 17,840 | |||||||||
| Interest expense: |
||||||||||||
| Interest-bearing demand deposits |
2,911 | 400 | 3,311 | |||||||||
| Brokered demand deposits |
(10 | ) | — | (10 | ) | |||||||
| Savings deposits |
77 | (51 | ) | 26 | ||||||||
| Brokered time deposits |
(2,136 | ) | (157 | ) | (2,293 | ) | ||||||
| Time deposits |
2,918 | (912 | ) | 2,006 | ||||||||
| Short-term borrowings |
308 | (58 | ) | 250 | ||||||||
| Long-term debt |
801 | (56 | ) | 745 | ||||||||
| Total interest-bearing liabilities |
4,869 | (834 | ) | 4,035 | ||||||||
| Change in net interest income |
$ | 10,167 | $ | 3,638 | $ | 13,805 | ||||||
| (1) |
Changes in interest due to both volume and rate have been allocated entirely to rate. |
Six months ended June 30, 2026 vs. six months ended June 30, 2025. Net interest income increased 74.0% to $66.1 million for the six months ended June 30, 2026 compared to $38.0 million for the same period in 2025. The increase was primarily due to a higher average balance of, and an increase in the yield on, the loan portfolio, partially offset by an increase in the average balance of interest-bearing demand deposits and time deposits. Average loans increased by $966.1 million for the six months ended June 30, 2026 primarily due to the acquisition of WFB, which, in addition to higher loan yields, resulted in a $34.0 million increase in interest income on loans compared to the same period in 2025. Average brokered time deposits were $112.7 million for the six months ended June 30, 2026 compared to $253.8 million during the six months ended June 30, 2025, which along with lower rates paid, resulted in a $3.8 million decrease in interest expense for the six months ended June 30, 2026 compared to the same period in 2025. Average interest-bearing demand deposits increased by $522.1 million, which, combined with an increase in rates, resulted in a $6.9 million increase in interest expense in the six months ended June 30, 2026 compared to the same period in 2025. A higher average balance of time deposits partially offset by a decrease in rates paid on time deposits resulted in a $4.1 million increase in interest expense compared to the same period in 2025. Average noninterest-bearing deposits increased by $191.1 million. Our yield on interest-earning assets increased primarily due to an increase in the average balance of, and the yield on, the loan portfolio. Rates paid on interest-bearing liabilities decreased primarily as a result of the overall decrease in prevailing interest rates.
Interest income was $106.4 million for the six months ended June 30, 2026, compared to $69.8 million for the same period in 2025. Loan interest income made up substantially all of our interest income for the six months ended June 30, 2026 and 2025, although interest on investment securities contributed 8.1% of interest income during the six months ended June 30, 2026 compared to 10.0% during the six months ended June 30, 2025. The overall yield on interest-earning assets was 5.85% and 5.42% for the six months ended June 30, 2026 and 2025, respectively. The loan portfolio yielded 6.28% and 5.91% for the six months ended June 30, 2026 and 2025, respectively, while the yield on the investment portfolio was 3.48% for the six months ended June 30, 2026 compared to 3.16% for the six months ended June 30, 2025. The overall yield on interest-earning assets increased 43 basis points for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 and was primarily driven by a 37 basis point increase in the yield on the loan portfolio and a 32 basis point increase in the yield on the investment securities portfolio.
Interest expense was $40.3 million for the six months ended June 30, 2026, an increase of $8.5 million compared to interest expense of $31.8 million for the six months ended June 30, 2025. An increase in interest expense of $10.1 million resulted from an increase in the volume of interest-bearing liabilities, primarily interest-bearing deposits and time deposits. A decrease of $1.6 million resulted from the decrease in the cost of interest-bearing liabilities, primarily time deposits and brokered time deposits. Average interest-bearing liabilities increased by $801.3 million for the six months ended June 30, 2026 compared to the same period in 2025, while average interest-bearing deposits increased by $728.4 million, primarily due to an increase in average interest-bearing demand deposits and average time deposits. We increased rates on our interest-bearing demand deposits during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 to attract and retain lower cost deposits relative to higher cost short-term borrowings and brokered time deposits, and the interest-bearing demand deposits acquired from WFB had a higher rate than legacy interest-bearing demand deposits. Average time deposits increased due to the acquisition of WFB; however, we reduced rates on our time deposits during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 due to lower prevailing market interest rates. The cost of interest-bearing deposits decreased 31 basis points to 2.79% for the six months ended June 30, 2026 compared to 3.10% for the six months ended June 30, 2025 primarily as a result of a lower average balance of, and a decrease in rates paid on, brokered time deposits and a decrease in rates paid on time deposits, partially offset by a higher average balance of time deposits and a higher average balance of, and an increase in the rates paid on, interest-bearing demand deposits. The cost of interest-bearing liabilities decreased 30 basis points to 2.88% for the six months ended June 30, 2026 compared to 3.18% for the same period in 2025.
Net interest margin was 3.63% for the six months ended June 30, 2026, an increase of 68 basis points from 2.95% for the six months ended June 30, 2025. The increase in net interest margin was primarily driven by a 43 basis point increase in the yield on interest-earning assets and a 30 basis point decrease in the cost of interest-bearing liabilities.
Average Balances and Yields. The following table sets forth average balance sheet data, including all major categories of interest-earning assets and interest-bearing liabilities, together with the interest earned or paid and the average yield or rate paid on each such category for the six months ended June 30, 2026 and 2025. Averages presented in the table below are daily averages (dollars in thousands).
| Six months ended June 30, |
||||||||||||||||||||||||
| 2026 |
2025 |
|||||||||||||||||||||||
| Interest |
Interest |
|||||||||||||||||||||||
| Average |
Income/ |
Average |
Income/ |
|||||||||||||||||||||
| Balance |
Expense(1) |
Yield/ Rate(1) |
Balance |
Expense(1) |
Yield/ Rate(1) |
|||||||||||||||||||
| Assets |
||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Loans |
$ | 3,072,666 | $ | 95,669 | 6.28 | % | $ | 2,106,572 | $ | 61,692 | 5.91 | % | ||||||||||||
| Securities: |
||||||||||||||||||||||||
| Taxable |
444,435 | 7,162 | 3.25 | 395,029 | 5,640 | 2.88 | ||||||||||||||||||
| Tax-exempt |
56,427 | 1,484 | 5.30 | 50,218 | 1,336 | 5.37 | ||||||||||||||||||
| Interest-earning balances with banks |
97,138 | 2,088 | 4.34 | 45,736 | 1,125 | 4.96 | ||||||||||||||||||
| Total interest-earning assets |
3,670,666 | 106,403 | 5.85 | 2,597,555 | 69,793 | 5.42 | ||||||||||||||||||
| Cash and due from banks |
32,423 | 26,155 | ||||||||||||||||||||||
| Intangible assets |
74,630 | 41,563 | ||||||||||||||||||||||
| Other assets |
153,951 | 94,569 | ||||||||||||||||||||||
| Allowance for credit losses |
(36,703 | ) | (26,708 | ) | ||||||||||||||||||||
| Total assets |
$ | 3,894,967 | $ | 2,733,134 | ||||||||||||||||||||
| Liabilities and stockholders’ equity |
||||||||||||||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Deposits: |
||||||||||||||||||||||||
| Interest-bearing demand deposits |
$ | 1,305,227 | $ | 15,378 | 2.38 | % | $ | 783,176 | $ | 8,475 | 2.18 | % | ||||||||||||
| Brokered demand deposits |
44 | 1 | 3.82 | 4,725 | 105 | 4.47 | ||||||||||||||||||
| Savings deposits |
165,493 | 737 | 0.90 | 134,906 | 702 | 1.05 | ||||||||||||||||||
| Brokered time deposits |
112,657 | 2,213 | 3.96 | 253,834 | 6,031 | 4.79 | ||||||||||||||||||
| Time deposits |
1,037,048 | 17,877 | 3.48 | 715,478 | 13,783 | 3.88 | ||||||||||||||||||
| Total interest-bearing deposits |
2,620,469 | 36,206 | 2.79 | 1,892,119 | 29,096 | 3.10 | ||||||||||||||||||
| Short-term borrowings(2) |
60,864 | 872 | 2.89 | 41,563 | 699 | 3.39 | ||||||||||||||||||
| Long-term debt |
139,141 | 3,216 | 4.66 | 85,469 | 2,009 | 4.74 | ||||||||||||||||||
| Total interest-bearing liabilities |
2,820,474 | 40,294 | 2.88 | 2,019,151 | 31,804 | 3.18 | ||||||||||||||||||
| Noninterest-bearing deposits |
630,593 | 439,509 | ||||||||||||||||||||||
| Other liabilities |
26,054 | 23,218 | ||||||||||||||||||||||
| Stockholders’ equity |
417,846 | 251,256 | ||||||||||||||||||||||
| Total liabilities and stockholders’ equity |
$ | 3,894,967 | $ | 2,733,134 | ||||||||||||||||||||
| Net interest income/net interest margin |
$ | 66,109 | 3.63 | % | $ | 37,989 | 2.95 | % | ||||||||||||||||
| (1) |
Interest income and net interest margin are expressed as a percentage of average interest-earning assets outstanding for the indicated periods and are not presented on a tax equivalent basis. Interest expense is expressed as a percentage of average interest-bearing liabilities for the indicated periods. |
| (2) | For additional information, see Discussion and Analysis of Financial Condition – Borrowings. |
| Six months ended June 30, 2026 vs. |
||||||||||||
| Six months ended June 30, 2025 |
||||||||||||
| Volume |
Rate |
Net(1) |
||||||||||
| Interest income: |
||||||||||||
| Loans |
$ | 28,292 | $ | 5,685 | $ | 33,977 | ||||||
| Securities: |
||||||||||||
| Taxable |
706 | 816 | 1,522 | |||||||||
| Tax-exempt |
165 | (17 | ) | 148 | ||||||||
| Interest-earning balances with banks |
1,265 | (302 | ) | 963 | ||||||||
| Total interest-earning assets |
30,428 | 6,182 | 36,610 | |||||||||
| Interest expense: |
||||||||||||
| Interest-bearing demand deposits |
5,649 | 1,254 | 6,903 | |||||||||
| Brokered demand deposits |
(104 | ) | — | (104 | ) | |||||||
| Savings deposits |
159 | (124 | ) | 35 | ||||||||
| Brokered time deposits |
(3,354 | ) | (464 | ) | (3,818 | ) | ||||||
| Time deposits |
6,195 | (2,101 | ) | 4,094 | ||||||||
| Short-term borrowings |
325 | (152 | ) | 173 | ||||||||
| Long-term debt |
1,262 | (55 | ) | 1,207 | ||||||||
| Total interest-bearing liabilities |
10,132 | (1,642 | ) | 8,490 | ||||||||
| Change in net interest income |
$ | 20,296 | $ | 7,824 | $ | 28,120 | ||||||
| (1) |
Changes in interest due to both volume and rate have been allocated entirely to rate. |
Noninterest Income
We expect to continue to develop new products that generate noninterest income, and enhance our existing products, in order to diversify our revenue sources.
The following table illustrates the primary components of noninterest income for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025 (dollars in thousands).
| Three months ended June 30, |
Increase (Decrease) |
Six months ended June 30, |
Increase (Decrease) |
|||||||||||||||||||||||||||||
| 2026 |
2025 |
$ |
% | 2026 |
2025 |
$ |
% | |||||||||||||||||||||||||
| Noninterest income: |
||||||||||||||||||||||||||||||||
| Service charges on deposit accounts |
$ | 933 | $ | 788 | $ | 145 | 18.4 | % | $ | 1,889 | $ | 1,583 | $ | 306 | 19.3 | % | ||||||||||||||||
| Gain on call or sale of investment securities, net |
12 | — | 12 | — | 12 | — | 12 | — | ||||||||||||||||||||||||
| Loss on sale or disposition of bank premises and equipment, net |
— | — | — | — | — | (3 | ) | 3 | 100.0 | |||||||||||||||||||||||
| Gain (loss) on sale of other real estate owned, net |
4 | 29 | (25 | ) | (86.2 | ) | (80 | ) | 29 | (109 | ) | (375.9 | ) | |||||||||||||||||||
| Gain on sale of loans |
— | — | — | — | 26 | — | 26 | — | ||||||||||||||||||||||||
| Interchange fees |
524 | 401 | 123 | 30.7 | 1,083 | 791 | 292 | 36.9 | ||||||||||||||||||||||||
| Income from BOLI |
696 | 476 | 220 | 46.2 | 1,360 | 924 | 436 | 47.2 | ||||||||||||||||||||||||
| Change in the fair value of equity securities |
177 | 53 | 124 | 234.0 | 307 | (23 | ) | 330 | 1,434.8 | |||||||||||||||||||||||
| Other operating income |
752 | 879 | (127 | ) | (14.4 | ) | 1,481 | 1,336 | 145 | 10.9 | ||||||||||||||||||||||
| Total noninterest income |
$ | 3,098 | $ | 2,626 | $ | 472 | 18.0 | % | $ | 6,078 | $ | 4,637 | $ | 1,441 | 31.1 | % | ||||||||||||||||
Three months ended June 30, 2026 vs. three months ended June 30, 2025. Total noninterest income increased $0.5 million, or 18.0%, to $3.1 million for the three months ended June 30, 2026 compared to $2.6 million for the three months ended June 30, 2025. The increase in noninterest income was primarily attributable to a $0.2 million increase in income from BOLI, a $0.1 million increase in interchange fees, a $0.1 million increase in service charges on deposit accounts, a $0.1 million increase in change in fair value of equity securities, partially offset by a $0.1 million decrease in other operating income. The increases were primarily related to the acquisition of WFB on January 1, 2026. The decrease in other operating income was primarily attributable to $0.3 million of income from insurance proceeds received for damages to a property recorded in other real estate owned in the second quarter of 2025, partially offset by a $0.1 million increase in distributions from other investments and a $0.1 million increase in wealth management income.
Six months ended June 30, 2026 vs. six months ended June 30, 2025. Total noninterest income increased $1.4 million, or 31.1%, to $6.1 million for the six months ended June 30, 2026 compared to $4.6 million for the six months ended June 30, 2025. The increase in noninterest income was primarily attributable to a $0.4 million increase in income from BOLI, a $0.3 million increase in interchange fees, a $0.3 million increase in service charges on deposit accounts, a $0.3 million increase in change in fair value of equity securities and a $0.1 million increase in other operating income. The increases were primarily related to the acquisition of WFB on January 1, 2026. The increase in other operating income was primarily attributable to a $0.2 million increase in distributions from other investments and a $0.2 million increase in wealth management income, partially offset by $0.3 million of income from insurance proceeds received for damages to a property recorded in other real estate owned in the second quarter of 2025.
Noninterest Expense
Noninterest expense includes salaries and employee benefits and other costs associated with the conduct of our operations. Our goal is to manage our costs within the framework of our operating strategy of generating consistent, quality earnings.
The following table illustrates the primary components of noninterest expense for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025 (dollars in thousands).
| Three months ended June 30, |
Increase (Decrease) |
Six months ended June 30, |
Increase (Decrease) |
|||||||||||||||||||||||||||||
| 2026 |
2025 |
$ |
% | 2026 |
2025 |
$ |
% | |||||||||||||||||||||||||
| Noninterest expense: |
||||||||||||||||||||||||||||||||
| Depreciation and amortization |
$ | 1,333 | $ | 710 | $ | 623 | 87.7 | % | $ | 2,677 | $ | 1,431 | $ | 1,246 | 87.1 | % | ||||||||||||||||
| Salaries and employee benefits |
13,430 | 10,257 | 3,173 | 30.9 | 26,377 | 19,860 | 6,517 | 32.8 | ||||||||||||||||||||||||
| Occupancy |
955 | 675 | 280 | 41.5 | 1,943 | 1,316 | 627 | 47.6 | ||||||||||||||||||||||||
| Data processing |
1,223 | 914 | 309 | 33.8 | 2,437 | 1,811 | 626 | 34.6 | ||||||||||||||||||||||||
| Marketing |
130 | 112 | 18 | 16.1 | 229 | 223 | 6 | 2.7 | ||||||||||||||||||||||||
| Professional fees |
924 | 468 | 456 | 97.4 | 1,723 | 1,059 | 664 | 62.7 | ||||||||||||||||||||||||
| Acquisition expense |
2,582 | 182 | 2,400 | 1,318.7 | 4,310 | 341 | 3,969 | 1,163.9 | ||||||||||||||||||||||||
| Other operating expenses |
4,087 | 3,382 | 705 | 20.8 | 7,807 | 6,897 | 910 | 13.2 | ||||||||||||||||||||||||
| Total noninterest expense |
$ | 24,664 | $ | 16,700 | $ | 7,964 | 47.7 | % | $ | 47,503 | $ | 32,938 | $ | 14,565 | 44.2 | % | ||||||||||||||||
Three months ended June 30, 2026 vs. three months ended June 30, 2025. Total noninterest expense was $24.7 million for the three months ended June 30, 2026, an increase of $8.0 million, or 47.7%, compared to the same period in 2025. The increase was primarily driven by a $3.2 million increase in salaries and employee benefits, a $2.4 million increase in acquisition expense, a $0.6 million increase in depreciation and amortization, a $0.5 million increase in professional fees, a $0.3 million increase in occupancy, a $0.3 million increase in data processing and a $0.7 million increase in other operating expense. The increases were primarily related to the acquisition of WFB on January 1, 2026. The increase in other operating expense was primarily attributable to a $0.4 million increase in branch services, a $0.2 million increase in FDIC assessments, a $0.2 million increase in software expense and a $0.1 million increase in telecommunications expense, partially offset by a $0.2 million decrease in other real estate expense and a $0.1 million decrease in bank shares taxes.
Six months ended June 30, 2026 vs. six months ended June 30, 2025. Total noninterest expense was $47.5 million for the six months ended June 30, 2026, an increase of $14.6 million, or 44.2%, compared to the same period in 2025. The increase was primarily driven by a $6.5 million increase in salaries and employee benefits, a $4.0 million increase in acquisition expense, a $1.2 million increase in depreciation and amortization, a $0.6 million increase in occupancy, a $0.6 million increase in data processing and a $0.9 million increase in other operating expense. The increases were primarily related to the acquisition of WFB on January 1, 2026. The increase in other operating expense was primarily attributable to a $0.4 million increase in FDIC assessments, a $0.3 million increase in software expense, a $0.2 million increase in telecommunications expense and $0.2 million increase in office supplies and postage, partially offset by a $0.2 million decrease in bank shares taxes.
Income Tax Expense
Income tax expense for the three months ended June 30, 2026 and 2025 was $2.1 million and $0.9 million, respectively. The effective tax rate for the three months ended June 30, 2026 and 2025 was 18.4% and 17.2%, respectively. Income tax expense for the six months ended June 30, 2026 and 2025 was $5.0 million and $2.4 million, respectively. The effective tax rate for the six months ended June 30, 2026 and 2025 was 18.9% and 17.9%, respectively.
For the three months and six months ended June 30, 2026 and 2025, the effective tax rate differed from the statutory tax rate of 21% primarily due to tax-exempt interest income earned on certain loans and investment securities and income from BOLI.
Risk Management
The primary risks associated with our operations are credit, interest rate and liquidity risk. Changing inflation also presents risk. Credit, inflation and interest rate risk are discussed immediately below, while liquidity risk is discussed in this section under the heading Liquidity and Capital Resources further below.
Credit Risk and the Allowance for Credit Losses
General. The risk of loss should a borrower default on a loan is inherent in any lending activity. Our portfolio and related credit risk are monitored and managed on an ongoing basis by our risk management department, the Board’s loan committee and the full Board. We utilize a ten point risk-rating system, which assigns a risk grade to each borrower based on a number of quantitative and qualitative factors associated with a loan transaction. The risk grade categorizes the loan into one of five risk categories based on information about the ability of borrowers to service the debt. The information includes, among other factors, current financial information about the borrower, historical payment experience, credit documentation, public information and current economic trends. These categories assist management in monitoring our credit quality. The risk categories, which are consistent with the definitions used in guidance promulgated by federal banking regulators, are as follows.
| • |
Pass (grades 1-6) – Loans not falling into one of the categories below are considered Pass. These loans have high credit characteristics and financial strength. The borrowers at least generate profits and cash flow that are in line with peer and industry standards and have debt service coverage ratios above loan covenants and our policy guidelines. For some of these loans, a guaranty from a financially capable party mitigates characteristics of the borrower that might otherwise result in a lower grade. |
|
| • | Special Mention (grade 7) – Loans classified as Special Mention possess some credit deficiencies that need to be corrected to avoid a greater risk of default in the future. For example, financial ratios relating to the borrower may have deteriorated. Often, a special mention categorization is temporary while certain factors are analyzed or matters addressed before the loan is re-categorized as either Pass or Substandard. | |
| • | Substandard (grade 8) – Loans rated as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or the liquidation value of any collateral. If deficiencies are not addressed, it is likely that this category of loan will result in the Bank incurring a loss. Where a borrower has been unable to adjust to industry or general economic conditions, the borrower’s loan is often categorized as Substandard. | |
| • | Doubtful (grade 9) – Doubtful loans are Substandard loans with one or more additional negative factors that makes full collection of amounts outstanding, either through repayment or liquidation of collateral, highly questionable and improbable. | |
| • | Loss (grade 10) – Loans classified as Loss have deteriorated to such a point that it is not practicable to defer writing off the loan. For these loans, all efforts to remediate the loan’s negative characteristics have failed and the value of the collateral, if any, has severely deteriorated relative to the amount outstanding. Although some value may be recovered on such a loan, it is not significant in relation to the amount borrowed. |
At June 30, 2026 and December 31, 2025, there were no loans classified as Loss, while there were $23,000 and no loans, respectively, classified as Doubtful, $51.1 million and $38.1 million, respectively, of loans classified as Substandard, and $9.2 million and $9.7 million, respectively, of loans classified as Special Mention.
An independent loan review is conducted annually, whether internally or externally, on at least 40% of commercial loans utilizing a risk-based approach designed to maximize the effectiveness of the review. Internal loan review is independent of the loan underwriting and approval process. In addition, credit analysts periodically review certain commercial loans to identify negative financial trends related to any one borrower, any related groups of borrowers or an industry. All loans not categorized as pass are put on an internal watch list, with quarterly reports to the Board. In addition, a written status report is maintained by our special assets division for all commercial loans categorized as Substandard or worse. We use this information in connection with our collection efforts.
If our collection efforts are unsuccessful, collateral securing loans may be repossessed and sold or, for loans secured by real estate, foreclosure proceedings initiated. The collateral is sold at public auction for fair market value (based upon recent appraisals), with fees associated with the foreclosure being deducted from the sales price. The purchase price is applied to the outstanding loan balance. If the loan balance is greater than the sales proceeds, the deficient balance is charged-off.
Allowance for Credit Losses. We account for the ACL in accordance with ASC 326, which uses the CECL accounting methodology. The CECL methodology requires that lifetime expected credit losses be recorded at the time the financial asset is originated or acquired and be adjusted each period through a provision for credit losses for changes in the expected lifetime credit losses. The ACL was $36.3 million and $26.3 million at June 30, 2026 and December 31, 2025, respectively. On January 1, 2026, we recorded an $11.7 million ACL due to the acquisition of WFB.
We maintain a separate ACL on unfunded loan commitments, which is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets. The ACL is generally increased by the provision for credit losses and decreased by charge-offs, net of recoveries.
The provision for credit losses for the three months ended June 30, 2026 was primarily due to adjustments to qualitative factors, partially offset by a decrease in total loans. The reversal of credit losses for the six months ended June 30, 2026 was primarily due to a decrease in total loans during the period, changes in the economic forecast and the completion of our CECL allowance model recalibration. The provision for credit losses for the three months ended June 30, 2025 was primarily due to changes in the economic forecast and loan mix. The reversal of credit losses for the six months ended June 30, 2025 was primarily due to a $3.3 million recovery during the first quarter of 2025 of loans previously charged off as a result of a property insurance settlement related to one loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.
Periodically, we complete a CECL allowance model recalibration. This process, which was completed in the first quarter of 2026, includes peer group analysis, updates to our probability of default and loss-given default models, including prepayment and curtailment assumptions, and qualitative factor scorecard ranges, as needed. The changes resulting from the model recalibration reduced the ACL by approximately $3.0 million and $0.5 million during the six months ended June 30, 2026 and 2025, respectively.
Refer to Note 1. Summary of Significant Accounting Policies – Allowance for Credit Losses in our Annual Report for further discussion of our ACL accounting policy.
The following table presents the allocation of the ACL by loan category and the percentage of loans in each loan category to total loans as of the dates indicated (dollars in thousands).
| June 30, 2026 |
December 31, 2025 |
|||||||||||||||
| Allowance for Credit Losses |
% of Loans in each Category to Total Loans |
Allowance for Credit Losses |
% of Loans in each Category to Total Loans |
|||||||||||||
| Mortgage loans on real estate: |
||||||||||||||||
| Construction and development |
$ | 1,609 | 8.6 | % | $ | 1,327 | 6.8 | % | ||||||||
| 1-4 Family |
16,126 | 29.7 | 6,053 | 17.3 | ||||||||||||
| Multifamily |
1,186 | 4.7 | 1,814 | 6.0 | ||||||||||||
| Farmland |
10 | 0.3 | 6 | 0.2 | ||||||||||||
| Commercial real estate |
9,017 | 33.3 | 11,388 | 41.9 | ||||||||||||
| Commercial and industrial |
8,182 | 23.0 | 5,680 | 27.4 | ||||||||||||
| Consumer |
121 | 0.4 | 81 | 0.4 | ||||||||||||
| Total |
$ | 36,251 | 100 | % | $ | 26,349 | 100 | % | ||||||||
The following table presents the amount of the ACL allocated to each loan category as a percentage of total loans as of the dates indicated.
| June 30, 2026 |
December 31, 2025 |
|||||||
| Mortgage loans on real estate: |
||||||||
| Construction and development |
0.05 | % | 0.06 | % | ||||
| 1-4 Family |
0.53 | 0.28 | ||||||
| Multifamily |
0.04 | 0.08 | ||||||
| Farmland |
0.00 | 0.00 | ||||||
| Commercial real estate |
0.29 | 0.52 | ||||||
| Commercial and industrial |
0.27 | 0.26 | ||||||
| Consumer |
0.00 | 0.01 | ||||||
| Total |
1.18 | % | 1.21 | % | ||||
As discussed above, the balance in the ACL is principally influenced by the provision for (reversal of) credit losses on loans and net loan loss experience. Additions to the ACL are charged to the provision for credit losses on loans. Losses are charged to the ACL as incurred and recoveries on losses previously charged to the allowance are credited to the allowance at the time the recovery is collected.
The table below reflects the activity in the ACL and key ratios for the periods indicated (dollars in thousands).
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Allowance at beginning of period |
$ | 35,985 | $ | 26,435 | $ | 26,349 | $ | 26,721 | ||||||||
| ACL on PCD loans at acquisition |
— | — | 143 | — | ||||||||||||
| ACL on PSL loans at acquisition |
— | — | 11,559 | — | ||||||||||||
| Provision for (reversal of) credit losses on loans(1) |
374 | 172 | (1,428 | ) | (3,523 | ) | ||||||||||
| Net (charge-offs) recoveries |
(108 | ) | 13 | (372 | ) | 3,422 | ||||||||||
| Allowance at end of period |
$ | 36,251 | $ | 26,620 | $ | 36,251 | $ | 26,620 | ||||||||
| Total loans - period end |
3,059,887 | 2,106,355 | 3,059,887 | 2,106,355 | ||||||||||||
| Nonaccrual loans - period end |
18,462 | 7,453 | 18,462 | 7,453 | ||||||||||||
| Key ratios: |
||||||||||||||||
| Allowance for credit losses to total loans - period end |
1.18 | % | 1.26 | % | 1.18 | % | 1.26 | % | ||||||||
| Allowance for credit losses to nonaccrual loans - period end |
196.4 | % | 357.2 | % | 196.4 | % | 357.2 | % | ||||||||
| Nonaccrual loans to total loans - period end |
0.60 | % | 0.35 | % | 0.60 | % | 0.35 | % | ||||||||
| (1) | For the three months ended June 30, 2026, the $0.3 million provision for credit losses on the consolidated statement of income includes a $0.4 million provision for credit losses on loans and a $0.1 million reversal of credit losses on unfunded loan commitments. For the six months ended June 30, 2026, the $1.8 million reversal of credit losses on the consolidated statement of income includes a $1.4 million reversal of credit losses on loans and a $0.4 million reversal of credit losses on unfunded loan commitments. For the three months ended June 30, 2025, the $0.1 million provision for credit losses on the consolidated statement of income includes a $0.2 million provision for credit losses on loans and a $31,000 reversal of credit losses on unfunded loan commitments. For the six months ended June 30, 2025, the $3.5 million reversal of credit losses on the consolidated statement of income includes a $3.5 million reversal of credit losses on loans and a $68,000 provision for credit losses on unfunded loan commitments. |
The ACL to total loans decreased to 1.18% at June 30, 2026 compared to 1.26% at June 30, 2025, and the ACL to nonaccrual loans ratio decreased to 196.4% at June 30, 2026 compared to 357.2% at June 30, 2025. The decrease in the ACL to total loans compared to June 30, 2025 was primarily due to the completion of our CECL allowance model recalibration and changes in the economic forecast. The decrease in ACL to nonaccrual loans compared to June 30, 2025 was primarily due to an increase in nonaccrual loans. Nonaccrual loans were $18.5 million, or 0.60% of total loans, at June 30, 2026, an increase of $11.0 million compared to $7.5 million, or 0.35% of total loans, at June 30, 2025. The increase in nonaccrual loans was primarily attributable to the downgrade of one primarily owner-occupied commercial real estate relationship totaling $6.6 million, one construction and development relationship totaling $1.6 million and loans acquired from WFB totaling $1.2 million.
The following table presents the allocation of net (charge-offs) recoveries by loan category for the periods indicated (dollars in thousands).
| Three months ended June 30, |
||||||||||||||||||||||||
| 2026 |
2025 |
|||||||||||||||||||||||
| Net Recoveries (Charge-offs) |
Average Balance |
Ratio of Net Charge-offs (Recoveries) to Average Loans |
Net Recoveries (Charge-offs) |
Average Balance |
Ratio of Net Charge-offs (Recoveries) to Average Loans |
|||||||||||||||||||
| Mortgage loans on real estate: |
||||||||||||||||||||||||
| Construction and development |
$ | — | $ | 276,325 | — | % | $ | — | $ | 133,104 | — | % | ||||||||||||
| 1-4 Family |
(37 | ) | 915,812 | 0.00 | 80 | 391,490 | (0.02 | ) | ||||||||||||||||
| Multifamily |
— | 135,020 | — | — | 102,999 | — | ||||||||||||||||||
| Farmland |
— | 9,975 | — | 1 | 6,242 | (0.02 | ) | |||||||||||||||||
| Commercial real estate |
(123 | ) | 1,026,014 | 0.01 | 8 | 943,943 | (0.00 | ) | ||||||||||||||||
| Commercial and industrial |
88 | 673,712 | (0.01 | ) | (64 | ) | 516,705 | 0.01 | ||||||||||||||||
| Consumer |
(36 | ) | 12,813 | 0.28 | (12 | ) | 9,783 | 0.12 | ||||||||||||||||
| Total |
$ | (108 | ) | $ | 3,049,671 | 0.00 | % | $ | 13 | $ | 2,104,266 | (0.00 | )% | |||||||||||
| Six months ended June 30, |
||||||||||||||||||||||||
| 2026 |
2025 |
|||||||||||||||||||||||
| Net Recoveries (Charge-offs) |
Average Balance |
Ratio of Net Charge-offs (Recoveries) to Average Loans |
Net Recoveries (Charge-offs) |
Average Balance |
Ratio of Net Charge-offs (Recoveries) to Average Loans |
|||||||||||||||||||
| Mortgage loans on real estate: |
||||||||||||||||||||||||
| Construction and development |
$ | — | $ | 284,873 | — | % | $ | 1 | $ | 139,907 | (0.00 | )% | ||||||||||||
| 1-4 Family |
(96 | ) | 923,679 | 0.01 | 65 | 392,819 | (0.02 | ) | ||||||||||||||||
| Multifamily |
— | 132,606 | — | — | 98,392 | — | ||||||||||||||||||
| Farmland |
— | 9,167 | — | 1 | 6,569 | (0.02 | ) | |||||||||||||||||
| Commercial real estate |
(123 | ) | 1,044,718 | 0.01 | 3,322 | 942,653 | (0.35 | ) | ||||||||||||||||
| Commercial and industrial |
(83 | ) | 664,379 | 0.01 | 67 | 516,103 | (0.01 | ) | ||||||||||||||||
| Consumer |
(70 | ) | 13,244 | 0.53 | (34 | ) | 10,129 | 0.34 | ||||||||||||||||
| Total |
$ | (372 | ) | $ | 3,072,666 | 0.01 | % | $ | 3,422 | $ | 2,106,572 | (0.16 | )% | |||||||||||
Charge-offs reflect the realization of losses in the portfolio that were recognized previously through the provision for credit losses on loans. Net charge-offs include recoveries of amounts previously charged off. For the three months ended June 30, 2026, net charge-offs were $0.1 million, or less than 0.01%, of the average loan balance for the period. For the six months ended June 30, 2026, net charge-offs were $0.4 million, or 0.01%, of the average loan balance for the period. For the three months ended June 30, 2025, net recoveries were $13,000, or less than 0.01%, of the average loan balance for the period. For the six months ended June 30, 2025, net recoveries were $3.4 million, or 0.16%, of the average loan balance for the period. Net recoveries during the six months ended June 30, 2025 were primarily the result of a property insurance settlement related to a loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.
Management believes the ACL at June 30, 2026 is sufficient to provide adequate protection against losses in our portfolio. However, there can be no assurance that this allowance will prove to be adequate over time to cover ultimate losses in connection with our loans. This ACL may prove to be inadequate due to many factors, including those set forth in Part I. Item 1A. “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report. These factors could cause deterioration in credit quality that could lead us to increase our ACL in future periods. Our results of operations and financial condition could be materially adversely affected to the extent that the ACL is insufficient to cover such changes or events.
Nonperforming Assets. Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming loans are those on which the accrual of interest has stopped or loans which are contractually 90 days past due and accruing. Loans are ordinarily placed on nonaccrual when a loan is specifically determined to be impaired or when principal and interest is delinquent for 90 days or more. Additionally, management may elect to continue the accrual when the estimated net available value of collateral is sufficient to cover the principal balance and accrued interest. It is our policy to discontinue the accrual of interest income on any loan for which we have reasonable doubt as to the payment of interest or principal. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period of repayment performance by the borrower. Nonperforming loans were $19.4 million, or 0.63% of total loans, at June 30, 2026, an increase of $10.1 million compared to $9.3 million, or 0.43% of total loans, at December 31, 2025. The increase in nonperforming loans compared to December 31, 2025 was primarily attributable to the downgrade of one primarily owner-occupied commercial real estate relationship totaling $6.6 million, one construction and development relationship totaling $1.6 million and loans acquired from WFB totaling $1.2 million.
Loan Modifications to Borrowers Experiencing Financial Difficulty. Occasionally, we modify loans to borrowers in financial distress by providing certain concessions, such as principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension, excluding covenant waivers and modification of contingent acceleration clauses, or a combination of such concessions. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. During the six months ended June 30, 2026 and 2025, we did not provide any modifications under these circumstances to borrowers experiencing financial difficulty.
Other Real Estate Owned. Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure and real property no longer used in the Bank’s business operations. Real estate acquired through foreclosure is initially recorded at fair value at the time of foreclosure, less estimated selling cost, and any related write-down is charged to the ACL. Real property no longer used in the Bank’s business operations is recorded at the lower of its net book value or fair value at the date of transfer to other real estate owned.
For the six months ended June 30, 2026, additions to other real estate owned were $2.4 million, which were driven by transfers of a $1.3 million owner-occupied commercial real estate loan and 1-4 family loans to other real estate owned. Other real estate owned with a cost basis of $0.2 million and $0.9 million was sold during the three and six months ended June 30, 2026, respectively, resulting in a gain of $4,000 and a loss of $0.1 million for the respective periods. Other real estate owned with a cost basis of $0.2 million was sold during the three and six months ended June 30, 2025, resulting in a gain of $29,000 for the periods. During the three and six months ended June 30, 2026, we recorded a $0.1 million write-down of other real estate owned related to a former branch location based on a third-party appraisal. During the three and six months ended June 30, 2025, we recorded $0.3 million of write-downs of other real estate owned related to a property that was part of the loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida and a former branch location based on a third-party appraisal.
At June 30, 2026, approximately $2.1 million of loans secured by 1-4 family residential property were in the process of foreclosure.
The table below provides details of our other real estate owned as of the dates indicated (dollars in thousands).
| June 30, 2026 |
December 31, 2025 |
|||||||
| 1-4 Family |
$ | 860 | $ | 736 | ||||
| Commercial real estate |
3,887 | 2,638 | ||||||
| Total other real estate owned |
$ | 4,747 | $ | 3,374 | ||||
Changes in our other real estate owned are summarized in the table below for the periods indicated (dollars in thousands).
| Six months ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Balance, beginning of period |
$ | 3,374 | $ | 5,218 | ||||
| Additions |
2,367 | 951 | ||||||
| Sales of other real estate owned |
(919 | ) | (244 | ) | ||||
| Write-downs |
(75 | ) | (296 | ) | ||||
| Balance, end of period |
$ | 4,747 | $ | 5,629 | ||||
Swap Contracts. The Company enters into interest rate swap contracts that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the customers and third parties are not designated as hedges, and changes in fair value are recognized through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings. The Company did not recognize any net impact in other income resulting from fair value adjustments during the three and six months ended June 30, 2026 and 2025. At June 30, 2026 and December 31, 2025, we had notional amounts of $158.3 million and $180.8 million, respectively, in interest rate swap contracts with customers and $158.3 million and $180.8 million, respectively, in offsetting interest rate swap contracts with other financial institutions. At June 30, 2026 and December 31, 2025, the fair value of the swap contracts consisted of gross assets of $11.5 million and $11.7 million, respectively, and gross liabilities of $11.5 million and $11.7 million, respectively, recorded in “Other assets” and “Accrued taxes and other liabilities,” respectively, in the accompanying consolidated balance sheets. For additional information, see Note 9. Derivative Financial Instruments.
Impact of Inflation. The inflationary outlook in the U.S. remains uncertain. Inflation has moderated in recent periods; however, it has remained higher than the Federal Reserve’s target inflation rate of two percent. A decrease in the general level of interest rates may lead to, among other things, prepayments on our loan and mortgage-backed securities portfolios as borrowers refinance their loans at lower rates, lower rates on new loans, lower rates on existing variable rate loans and lower yields on investment securities, which may be offset by lower costs of interest-bearing liabilities. If interest-earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income. Significant fluctuations in interest rates makes our business and balance sheet more challenging to manage. For additional information, see Interest Rate Risk below, and Item 1A. “Risk Factors – Risks Related to our Business – Changes in interest rates could have an adverse effect on our profitability” and “– Inflation and rising prices may continue to adversely affect our results of operations and financial condition” in our Annual Report.
Interest Rate Risk
Market risk is the risk of loss from adverse changes in market prices and rates. Since the majority of our assets and liabilities are monetary in nature, our market risk arises primarily from interest rate risk inherent in our lending and deposit activities. A sudden and substantial change in interest rates may adversely impact our earnings and profitability because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent, or on the same basis. Accordingly, our ability to proactively structure the volume and mix of our assets and liabilities to address anticipated changes in interest rates, as well as to react quickly to such fluctuations, can significantly impact our financial results. To that end, management actively monitors and manages our interest rate risk exposure.
The ALCO has been authorized by the Board to implement our asset/liability management policy, which establishes guidelines with respect to our exposure to interest rate fluctuations, liquidity, loan limits as a percentage of funding sources, exposure to correspondent banks and brokers and reliance on non-core deposits. The goal of the policy is to enable us to maximize our interest income and maintain our net interest margin without exposing the Bank to excessive interest rate risk, credit risk and liquidity risk. Within that framework, the ALCO monitors our interest rate sensitivity and makes decisions relating to our asset/liability composition.
Net interest income simulation is the Bank’s primary tool for benchmarking near term earnings exposure. Given the ALCO’s objective to understand the potential risk and volatility embedded within the current mix of assets and liabilities, standard rate scenario simulations assume total assets remain static (i.e., no growth). The Bank may also use a standard gap report in its interest rate risk management process. The primary use for the gap report is to provide supporting detailed information to the ALCO’s discussion.
The Bank has particular concerns with the utility of the gap report as a risk management tool because of difficulties in relating gap directly to changes in net interest income. Hence, the income simulation is the key indicator for earnings-at-risk since it expressly measures what the gap report attempts to estimate.
Short term interest rate risk management tactics are decided by the ALCO where risk exposures exist out into the one to two-year horizon. Tactics are formulated and presented to the ALCO for discussion, modification, and/or approval. Such tactics may include asset and liability acquisitions of appropriate maturities in the cash market, loan and deposit product/pricing strategy modification, and derivatives hedging activities to the extent such activity is authorized by the Board.
Since the impact of rate changes due to mismatched balance sheet positions in the short-term can quickly and materially affect the current year’s income statement, they require constant monitoring and management.
Within the gap position that management directs, we attempt to structure our assets and liabilities to minimize the risk of either a rising or falling interest rate environment. We manage our gap position for time horizons of one month, two months, three months, four to six months, seven to twelve months, 13-24 months, 25-36 months, 37-60 months and more than 60 months. The goal of our asset/liability management is for the Bank to maintain a net interest income at risk in an up or down 100 basis point environment at less than (5)%. At June 30, 2026, the Bank was within the policy guidelines for asset/liability management.
The table below depicts the estimated impact on net interest income of immediate changes in interest rates at the specified levels.
| As of June 30, 2026 |
||
| Changes in Interest Rates (in basis points) |
Estimated Increase/Decrease in Net Interest Income(1) |
|
| +300 |
(2.7)% |
|
| +200 |
(1.8)% |
|
| +100 |
(0.8)% |
|
| -100 | 1.5% |
|
| -200 | 3.0% |
|
| -300 | 4.5% |
|
| (1) |
The percentage change in this column represents the projected net interest income for 12 months on a flat balance sheet in a stable interest rate environment versus the projected net interest income in the various rate scenarios. |
The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding characteristics of new business and the behavior of existing positions. These business assumptions are based upon our experience, business plans and published industry experience. Key assumptions include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities, and the expected life of non-maturity deposits. However, there are a number of factors that influence the effect of interest rate fluctuations on us that are difficult to measure and predict. For example, a rapid drop in interest rates might cause our loans to be repaid at a more rapid pace and certain mortgage-related investments to prepay more quickly than projected. This could mitigate some of the benefits of falling rates as are expected when we are in a negatively-gapped position. Conversely, a rapid rise in rates could give us an opportunity to increase our margins and stifle the rate of repayment on our mortgage-related loans, which would increase our returns; however, we may need to increase the rates we offer to maintain or increase deposits, which would adversely impact our margins. As a result, because these assumptions are inherently uncertain, actual results will differ from simulated results.
Liquidity and Capital Resources
Liquidity. Liquidity is a measure of the ability to fund loan commitments and meet deposit maturities and withdrawals in a timely and cost-effective way. Our primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturities of loans, payments and maturities of investment securities and other investments and other cash flows provided from operations. Uses of funds include deposits, debt service, lease commitments, unfunded commitments, and dividends. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit outflows, loan prepayments, and borrowings are greatly influenced by general interest rates, economic conditions, and the competitive environment in which we operate. To minimize funding risks, we closely monitor our liquidity position through periodic reviews of maturity profiles, yield and rate behaviors, and loan and deposit forecasts. Excess short-term liquidity is usually invested in overnight federal funds sold.
Our core deposits, which are deposits excluding brokered demand deposits, brokered time deposits, and time deposits greater than $250,000, are our most stable source of liquidity to meet our cash flow needs due to the nature of the long-term relationships generally established with our customers. Maintaining the ability to acquire these funds as needed in a variety of markets, and within ALCO compliance targets, is essential to ensuring our liquidity. At June 30, 2026 and December 31, 2025, 71% and 68%, respectively, of our total assets were funded by core deposits.
Our investment portfolio is another alternative for meeting our cash flow requirements. Investment securities generate cash flow through interest payments, principal payments and maturities, and they generally have readily available markets that allow for their conversion to cash. At June 30, 2026, 90% of our investment securities portfolio was classified as AFS, and we had gross unrealized losses in our AFS investment securities portfolio of $48.6 million and gross unrealized gains of $0.6 million. The sale of securities in a loss position would cause us to record a loss on sale of investment securities in noninterest income in the period during which the securities were sold. Some securities are pledged to secure certain deposit types or short-term borrowings, such as FHLB advances, which impacts their liquidity. At June 30, 2026, securities with a carrying value of $125.2 million were pledged to secure certain deposits, borrowings, and other liabilities, compared to $75.6 million in pledged securities at December 31, 2025.
Other sources available for meeting liquidity needs include advances from the FHLB, repurchase agreements and other borrowings. FHLB advances may be used to meet day to day liquidity needs, particularly if the prevailing interest rate on an FHLB advance compares favorably to the rates that we would be required to pay to attract deposits. At June 30, 2026, the balance of our outstanding advances with the FHLB was $136.0 million, consisting of $36.0 million short-term and $100.0 million long-term advances based on original maturities, an increase of $20.0 million, compared to $116.0 million, consisting of $36.0 million short-term and $80.0 million long-term advances based on original maturities, at December 31, 2025. The total amount of remaining credit available to us from the FHLB at June 30, 2026 was $1.06 billion. At June 30, 2026, our FHLB borrowings were collateralized by a blanket pledge of certain loans totaling approximately $1.35 billion.
Repurchase agreements are contracts for the sale of securities which we own with a corresponding agreement to repurchase those securities at an agreed upon price and date. Our policies limit the use of repurchase agreements to those collateralized by investment securities. We had $18.6 million of repurchase agreements outstanding at June 30, 2026 and $11.2 million at December 31, 2025.
We maintain unsecured lines of credit with correspondent banks totaling $75.0 million. These lines of credit are federal funds lines of credit and are used for overnight borrowing only. The lines of credit mature at various times within the next year. There were no outstanding balances on our unsecured lines of credit at June 30, 2026 and December 31, 2025.
At June 30, 2026, we held $72.3 million of cash and cash equivalents and maintained approximately $1.06 billion of available funding from FHLB advances and maintained $75.0 million in unsecured lines of credit with correspondent banks. Cash and cash equivalents and available funding represent 110% of uninsured deposits of $1.10 billion at June 30, 2026.
We maintain an effective shelf registration statement with the SEC, which can be utilized to meet liquidity needs. The shelf registration statement allows us to raise capital of up to $150 million from time to time through the sale of debt securities, common stock, preferred stock, depositary shares, warrants, subscription rights and units, or a combination thereof, subject to market conditions.
In addition, at June 30, 2026 and December 31, 2025, we had $17.0 million in aggregate principal amount of subordinated debt outstanding, consisting entirely of our 2032 Notes. For additional information on our 2032 Notes, see our Annual Report, Part II. Item 7. “MD&A – Discussion and Analysis of Financial Condition – Borrowings” and Note 10 to the financial statements included in such report.
Our liquidity strategy is focused on using the least costly funds available to us in the context of our balance sheet composition and interest rate risk position. Accordingly, we target growth of noninterest-bearing deposits. Although we cannot directly control the types of deposit instruments our customers choose, we can influence those choices with the interest rates and deposit specials we offer. In recent periods, the proportion of our deposits represented by noninterest-bearing deposits has declined primarily due to rising market interest rates as customers have migrated to higher yielding alternatives.
At June 30, 2026, we held $62.9 million of brokered time deposits and no brokered demand deposits as defined for federal regulatory purposes. At December 31, 2025, we held $204.1 million of brokered time deposits and de minimis brokered demand deposits as defined for federal regulatory purposes. We utilize brokered time deposits to secure fixed cost funding and reduce short-term borrowings. We utilize brokered demand deposits when pricing is more favorable than other short-term borrowings. We hold QwickRate® deposits, included in our time deposit balances, which we obtain through a qualified network, to address liquidity needs when rates on such deposits compare favorably with deposit rates in our markets. We held $11.0 million and $11.3 million of QwickRate® deposits at June 30, 2026 and December 31, 2025, respectively.
The following table presents, by type, our funding sources, which consist of total average deposits and borrowed funds, as a percentage of total funds and the total cost of each funding source for the three and six months ended June 30, 2026 and 2025.
| Percentage of Total Average Deposits and Borrowed Funds |
Cost of Funds |
|||||||||||||||||||||||||||||||
| Three months ended June 30, |
Six months ended June 30, |
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
|||||||||||||||||||||||||
| Noninterest-bearing demand deposits |
18 | % | 18 | % | 18 | % | 18 | % | — | % | — | % | — | % | — | % | ||||||||||||||||
| Interest-bearing demand deposits |
39 | 32 | 38 | 32 | 2.34 | 2.22 | 2.38 | 2.18 | ||||||||||||||||||||||||
| Brokered demand deposits |
— | — | — | — | 3.82 | 4.50 | 3.82 | 4.47 | ||||||||||||||||||||||||
| Savings accounts |
5 | 6 | 5 | 6 | 0.91 | 1.04 | 0.90 | 1.05 | ||||||||||||||||||||||||
| Brokered time deposits |
2 | 10 | 3 | 10 | 3.86 | 4.71 | 3.96 | 4.79 | ||||||||||||||||||||||||
| Time deposits |
30 | 29 | 30 | 29 | 3.43 | 3.79 | 3.48 | 3.88 | ||||||||||||||||||||||||
| Short-term borrowings |
2 | 1 | 2 | 2 | 2.81 | 3.13 | 2.89 | 3.39 | ||||||||||||||||||||||||
| Long-term borrowed funds |
4 | 4 | 4 | 3 | 4.57 | 4.71 | 4.66 | 4.74 | ||||||||||||||||||||||||
| Total deposits and borrowed funds |
100 | % | 100 | % | 100 | % | 100 | % | 2.31 | % | 2.56 | % | 2.35 | % | 2.61 | % | ||||||||||||||||
Capital Resources. Our primary sources of capital include retained earnings, capital obtained through acquisitions and proceeds from the sale of our capital stock and subordinated debt. We may issue capital stock and debt securities from time to time to fund acquisitions and support our organic growth. As noted elsewhere in this report, on July 1, 2025 we completed a private placement of Series A Preferred Stock. We used the net proceeds from the offering to support the acquisition of WFB and for general corporate purposes, including organic growth and other potential acquisitions.
During the three and six months ended June 30, 2026, we paid $1.5 million and $2.6 million, respectively, in dividends on our common stock compared to $1.0 million and $2.1 million, for the three and six months ended June 30, 2025, respectively. We declared dividends on our common stock of $0.12 and $0.23 per common share during the three and six months ended June 30, 2026, respectively, compared to dividends of $0.11 and $0.215 per common share during the three and six months ended June 30, 2025, respectively.
During the three and six months ended June 30, 2026, we paid $0.5 million and $1.1 million, respectively, in dividends on our Series A Preferred Stock compared to none during the three and six months ended June 30, 2025. We declared dividends on our Series A Preferred Stock of $16.25 and $32.50 per share during the three and six months ended June 30, 2026, respectively, compared to none during the three and six months ended June 30, 2025.
Our Board has authorized a share repurchase program, and at June 30, 2026, we had 300,741 shares of our common stock remaining authorized for repurchase under the program. During the three months ended June 30, 2026, we paid $0.8 million to repurchase 27,235 shares of common stock compared to $0.6 million to repurchase 36,065 shares of common stock during the three months ended June 30, 2025. During the six months ended June 30, 2026, we paid $2.3 million to repurchase 80,655 shares of common stock compared to $1.3 million to repurchase 71,057 shares of common stock during the six months ended June 30, 2025. The aggregate purchase price does not include the effect of excise tax incurred on net share repurchases.
We are subject to various regulatory capital requirements administered by the Federal Reserve and the OCC which specify capital tiers, including the following classifications for the Bank under the OCC’s prompt corrective action regulations.
| Capital Tiers(1) |
Tier 1 Leverage Ratio |
Common Equity Tier 1 Capital Ratio |
Tier 1 Capital Ratio |
Total Capital Ratio |
Ratio of Tangible to Total Assets |
||||
| Well capitalized |
5% or above |
6.5% or above |
8% or above |
10% or above |
|||||
| Adequately capitalized |
4% or above |
4.5% or above |
6% or above |
8% or above |
|||||
| Undercapitalized |
Less than 4% |
Less than 4.5% |
Less than 6% |
Less than 8% |
|||||
| Significantly undercapitalized |
Less than 3% |
Less than 3% |
Less than 4% |
Less than 6% |
|||||
| Critically undercapitalized |
2% or less |
| (1) |
In order to be well capitalized or adequately capitalized, a bank must satisfy each of the required ratios in the table. In order to be undercapitalized or significantly undercapitalized, a bank would need to fall below just one of the relevant ratio thresholds in the table. In order to be well capitalized, the Bank cannot be subject to any written agreement or order requiring it to maintain a specific level of capital for any capital measure. Pursuant to regulatory capital rules, the Company has made an election not to include unrealized gains and losses in the investment securities portfolio for purposes of calculating “Tier 1” capital and “Tier 2” capital. |
The Company and the Bank each were in compliance with all regulatory capital requirements at June 30, 2026 and December 31, 2025. The Bank also was considered “well-capitalized” under the OCC’s prompt corrective action regulations as of these dates.
The following table presents the actual capital amounts and regulatory capital ratios for the Company and the Bank as of the dates presented (dollars in thousands).
| Actual |
Minimum Capital Requirement for Bank to be Well Capitalized Under Prompt Corrective Action Rules |
|||||||||||||||
| Amount |
Ratio |
Amount |
Ratio |
|||||||||||||
| June 30, 2026 |
||||||||||||||||
| Investar Holding Corporation: |
||||||||||||||||
| Tier 1 leverage capital |
$ | 408,120 | 10.56 | % | $ | — | — | % | ||||||||
| Common equity tier 1 capital |
359,267 | 11.68 | — | — | ||||||||||||
| Tier 1 capital |
408,120 | 13.27 | — | — | ||||||||||||
| Total capital |
460,840 | 14.99 | — | — | ||||||||||||
| Investar Bank: |
||||||||||||||||
| Tier 1 leverage capital |
414,439 | 10.75 | 192,840 | 5.00 | ||||||||||||
| Common equity tier 1 capital |
414,439 | 13.51 | 199,380 | 6.50 | ||||||||||||
| Tier 1 capital |
414,439 | 13.51 | 245,391 | 8.00 | ||||||||||||
| Total capital |
450,400 | 14.68 | 306,738 | 10.00 | ||||||||||||
| December 31, 2025 |
||||||||||||||||
| Investar Holding Corporation: |
||||||||||||||||
| Tier 1 leverage capital |
$ | 305,810 | 10.73 | % | $ | — | — | % | ||||||||
| Common equity tier 1 capital |
265,957 | 11.18 | — | — | ||||||||||||
| Tier 1 capital |
305,810 | 12.85 | — | — | ||||||||||||
| Total capital |
348,943 | 14.66 | — | — | ||||||||||||
| Investar Bank: |
||||||||||||||||
| Tier 1 leverage capital |
308,528 | 10.85 | 142,230 | 5.00 | ||||||||||||
| Common equity tier 1 capital |
308,528 | 13.00 | 154,291 | 6.50 | ||||||||||||
| Tier 1 capital |
308,528 | 13.00 | 189,897 | 8.00 | ||||||||||||
| Total capital |
334,923 | 14.11 | 237,371 | 10.00 | ||||||||||||
Off-Balance Sheet Transactions
Unfunded Commitments. The Bank enters into loan commitments and standby letters of credit in the normal course of its business. Loan commitments are made to meet the financing needs of our customers, while standby letters of credit commit the Bank to make payments on behalf of customers when certain specified future events occur. The credit risks associated with loan commitments and standby letters of credit are essentially the same as those involved in making loans to our customers. Accordingly, our normal credit policies apply to these arrangements. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer. The credit risk associated with these commitments is evaluated in a manner similar to the ACL. The ACL on unfunded loan commitments is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets and was $0.2 million and $0.4 million at June 30, 2026 and December 31, 2025, respectively.
Loan commitments and standby letters of credit do not necessarily represent future cash requirements, in that while the customer typically has the ability to draw upon these commitments at any time, these commitments often expire without being drawn upon in full or at all. Substantially all of our standby letters of credit expire within one year. Our unfunded loan commitments and standby letters of credit outstanding are summarized below as of the dates indicated (dollars in thousands):
| June 30, 2026 |
December 31, 2025 |
|||||||
| Loan commitments |
$ | 468,484 | $ | 431,795 | ||||
| Standby letters of credit |
6,955 | 5,436 | ||||||
The Company closely monitors the amount of remaining future commitments to borrowers in light of prevailing economic conditions and adjusts these commitments as necessary. The Company intends to continue this process as new commitments are entered into or existing commitments are renewed.
Additionally, at June 30, 2026, the Company had unfunded commitments of $1.4 million for its investment in SBIC qualified funds and other investment funds.
For the six months ended June 30, 2026 and for the year ended December 31, 2025, except as disclosed herein and in the Company’s Annual Report, we engaged in no off-balance sheet transactions that we believe are reasonably likely to have a material effect on our financial condition, results of operations, or cash flows.
Lease Obligations
The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch operations. The Company’s branch locations operated under lease agreements have all been designated as operating leases. The Company does not lease equipment under operating leases, nor does it have leases designated as finance leases.
The following table presents, as of June 30, 2026, contractually obligated lease payments due under non-cancelable operating leases by payment date (dollars in thousands).
| Less than one year |
$ | 659 | ||
| One to three years |
1,295 | |||
| Three to five years |
893 | |||
| Over five years |
25 | |||
| Total |
$ | 2,872 |
The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets and liabilities. Although independent third parties are often engaged to assist us in the estimation process, management evaluates the results, challenges and assumptions used and considers other factors which could impact these estimates. Actual results may differ from these estimates under different assumptions or conditions.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Quantitative and qualitative disclosures about market risk as of December 31, 2025 are set forth in the Company’s Annual Report in the section captioned “MD&A – Risk Management.” Please refer to the information in Item 2. “MD&A – Risk Management” in this report for additional information about the Company’s market risk for the six months ended June 30, 2026; except as discussed therein, there have been no material changes in the Company’s market risk since December 31, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are effective for ensuring that information the Company is required to disclose in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1A. Risk Factors
For information regarding risk factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors disclosed in the Annual Report. There have been no significant changes in our risk factors as described in such Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
The table below provides information with respect to purchases made by the Company of shares of its common stock during each of the months during the three month period ended June 30, 2026.
| Period |
(a) Total Number of Shares (or Units) Purchased(1) |
(b) Average Price Paid per Share (or Unit)(2) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Still Be Purchased Under the Plans or Programs(3) |
||||||||||||
| April 1, 2026 - April 30, 2026 |
41,181 | $ | 27.54 | 11,135 | 316,841 | |||||||||||
| May 1, 2026 - May 31, 2026 |
11,279 | 27.73 | 11,100 | 305,741 | ||||||||||||
| June 1, 2026 - June 30, 2026 |
5,000 | 27.93 | 5,000 | 300,741 | ||||||||||||
| 57,460 | $ | 27.59 | 27,235 | 300,741 | ||||||||||||
| (1) |
Includes 30,255 shares of common stock surrendered to cover the payroll taxes due upon the vesting of RSUs. |
| (2) | The average price paid per share does not include the effect of excise tax expense incurred on net stock repurchases. |
| (3) | The Company has had a share repurchase program, which has no expiration date, since 2015. On July 19, 2023 and September 21, 2022, the Board approved an additional 350,000 shares and 300,000 shares, respectively, of the Company’s common stock for repurchase under the share repurchase program. As of June 30, 2026, the Company had 300,741 shares remaining available under the program. |
Because we are a holding company with no material business activities, our ability to pay dividends is substantially dependent upon the ability of the Bank to transfer funds to us in the form of dividends, loans and advances. The Bank’s ability to pay dividends and make other distributions and payments to us depends upon the Bank’s earnings, financial condition, general economic conditions, compliance with regulatory requirements and other factors. In addition, the Bank’s ability to pay dividends to us is itself subject to various legal, regulatory and other restrictions under federal banking laws that are described in Part I. Item 1. “Business” of our Annual Report.
In addition, as a Louisiana corporation, we are subject to certain restrictions on dividends under the Louisiana Business Corporation Act. Generally, a Louisiana corporation may pay dividends to its shareholders unless, after giving effect to the dividend, either (1) the corporation would not be able to pay its debts as they come due in the usual course of business or (2) the corporation’s total assets are less than the sum of its total liabilities and the amount that would be needed, if the corporation were to be dissolved at the time of the payment of the dividend, to satisfy the preferential rights of shareholders whose preferential rights are superior to those receiving the dividend. In addition, our existing and future debt agreements limit, or may limit, our ability to pay dividends. Under the terms of our 2032 Notes, we are prohibited from paying dividends upon and during the continuance of any Event of Default under such notes. Under the terms of our Series A Preferred Stock, subject to certain exceptions, we are prohibited from paying dividends on, or repurchasing or redeeming our common stock, unless full dividends for the Series A Preferred Stock’s most recently completed dividend period have been declared and paid on all outstanding shares of Series A Preferred Stock. Finally, our ability to pay dividends may be limited on account of the junior subordinated debentures that we assumed through acquisitions. We must make payments on the junior subordinated debentures before any dividends can be paid on our common stock.
Item 5. Other Information
Pursuant to Item 408(a) of Regulation S-K, none of our directors or executive officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2026.
Item 6. Exhibits
| Exhibit No. |
Description of Exhibit |
|||||||
| 2.1* | Agreement and Plan of Merger, dated July 1, 2025, by and among Investar Holding Corporation and Wichita Falls Bancshares, Inc.(1) | |||||||
| 3.1 |
Composite Articles of Incorporation of Investar Holding Corporation(2) |
|||||||
| 3.2 |
Amended and Restated By-laws of Investar Holding Corporation(3) |
|||||||
| 4.1 |
Specimen Common Stock Certificate(4) |
|||||||
| 4.2 | Specimen certificate representing Series A Non-Cumulative Perpetual Convertible Preferred Stock(5) | |||||||
| 4.3 | Indenture, dated April 6, 2022, by and among Investar Holding Corporation and UMB Bank, National Association, as trustee(6) | |||||||
| 4.4 | Form of 5.125% Fixed-to-Floating Rate Subordinated Note due 2032(7) | |||||||
| 10.1** | Employment Agreement, dated as of July 17, 2026, by and between Investar Bank, National Association and Linda M. Crochet | |||||||
| 10.2** | Employment Agreement, dated as of July 17, 2026, by and between Investar Bank, National Association and Jeffrey W. Martin |
|||||||
| 10.3** | Salary Continuation Agreement, dated as of July 17, 2026, by and between Investar Bank, National Association and Linda M. Crochet | |||||||
| 10.4** | Salary Continuation Agreement, dated as of July 17, 2026, by and between Investar Bank, National Association and Jeffrey W. Martin | |||||||
| 10.5** | Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan(8) | |||||||
| 31.1 |
Certification of the Principal Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||||||
| 31.2 |
Certification of the Principal Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||||||
| 32.1 |
Certification of the Principal Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|||||||
| 32.2 |
Certification of the Principal Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|||||||
| 101.INS |
Inline XBRL Instance Document |
|||||||
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|||||||
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|||||||
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|||||||
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|||||||
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|||||||
| 104 |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
| (1) | Filed as exhibit 2.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference. | |
| (2) | Filed as exhibit 3.1 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on August 6, 2025 and incorporated herein by reference. | |
| (3) | Filed as exhibit 3.2 to the Registration Statement on Form S-4 of the Company filed with the SEC on October 10, 2017 and incorporated herein by reference. | |
| (4) | Filed as exhibit 4.1 to the Registration Statement on Form S-1 of the Company filed with the SEC on May 16, 2014 and incorporated herein by reference. | |
| (5) | Filed as exhibit 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference. | |
| (6) | Filed as exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 7, 2022 and incorporated herein by reference. | |
| (7) | Filed as exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on April 7, 2022 and incorporated herein by reference. | |
| (8) | Filed as exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 22, 2026 and incorporated herein by reference. |
* The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
** Management contract or compensatory plan or arrangement.
The Company does not have any long-term debt instruments under which securities are authorized exceeding 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company will furnish to the SEC, upon its request, a copy of all long-term debt instruments.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INVESTAR HOLDING CORPORATION |
||||||||
| Date: August 6, 2026 |
/s/ John J. D’Angelo |
|||||||
| John J. D’Angelo |
||||||||
| President and Chief Executive Officer |
||||||||
| (Principal Executive Officer) |
||||||||
| Date: August 6, 2026 |
/s/ John R. Campbell |
|||||||
| John R. Campbell |
||||||||
| Chief Financial Officer |
||||||||
| (Principal Financial Officer) |