Investar Holding CORP 8-K Filing
Ticker: ISTR · Form: 8-K · Filed: Nov 3, 2025 · CIK: 1602658
Sentiment: neutral
Filing Stats: 1,877 words · 8 min read · ~6 pages · Grade level 13.2 · Accepted 2025-11-03 17:23:30
Key Financial Figures
- $1.00 — ge on which registered Common stock , $1.00 par value per share ISTR The Nasdaq
- $350,000 — Agreement, Mr. Campbell is entitled to $350,000 in annual base salary. He is also eligi
- $125,000 — hat he shall receive annual payments of $125,000 upon attaining the age of 65, with such
Filing Documents
- istr20250718_8k.htm (8-K) — 41KB
- ex_840701.htm (EX-10.1) — 103KB
- ex_840702.htm (EX-10.2) — 73KB
- ex_840703.htm (EX-10.3) — 61KB
- ex_844963.htm (EX-10.4) — 12KB
- 0001437749-25-032813.txt ( ) — 477KB
- istr-20251028.xsd (EX-101.SCH) — 3KB
- istr-20251028_def.xml (EX-101.DEF) — 11KB
- istr-20251028_lab.xml (EX-101.LAB) — 15KB
- istr-20251028_pre.xml (EX-101.PRE) — 11KB
- istr20250718_8k_htm.xml (XML) — 3KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On October 31, 2025, Investar Holding Corporation (the "Company"), through its wholly-owned subsidiary, Investar Bank (the "Bank"), entered into an employment agreement (the "Employment Agreement") and a Salary Continuation Agreement (the "Salary Continuation Agreement") with John R. Campbell. Mr. Campbell will continue to serve as Executive Vice President and Chief Financial Officer of the Bank. The Board of Directors of the Company (the "Company Board"), acting upon the recommendation of the Compensation Committee, approved each of the agreements. In addition, the Bank will amend a Split Dollar Life Insurance Agreement (the "Split Dollar Agreement") currently in place with Mr. Campbell. The Employment Agreement and the Salary Continuation Agreement are effective October 31, 2025 (the "Effective Date"), and the Split Dollar Agreement is effective as of the date the life insurance policies referenced in such agreements are issued. Employment Agreement The initial term of the Employment Agreement expires on October 31, 2028 and will automatically renew for successive one-year periods unless written notice of non-renewal is given by either party to the other at least ninety (90) days prior to the expiration of the then-current term. Under the Employment Agreement, Mr. Campbell is entitled to $350,000 in annual base salary. He is also eligible to receive annual incentive compensation of up to 45% of his base salary earned for that calendar year, subject to the discretion and approval of the Company Board. He is entitled to participate in the employee benefit plans, programs and policies maintained by the Company and Bank applicable generally to senior executives in accordance with the terms and conditions of such arrangements as in effect from time to time and as otherwise set forth in the Employment Agreem
01 Other Events
Item 8.01 Other Events On October 28, 2025, during an open trading window, John J. D'Angelo, President and Chief Executive Officer of the Company, adopted a prearranged stock trading plan (the "Plan") to exercise Company stock options that are set to expire in March 2026 and sell a portion of the acquired stock. This plan was adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company's Insider Trading Policy. The Plan becomes effective on January 26, 2026 and will expire on or before March 31, 2026. Mr. D'Angelo entered into the Plan as part of his personal long-term financial and tax planning strategies. The Plan provides for the orderly exercise of up to 26,163 stock options held by Mr. D'Angelo that will expire in March 2026, and the related sale of the acquired shares. Mr. D'Angelo continues to hold a significant number of fully-vested shares, exceeding the Company's guidelines for share ownership. Any transactions under the Plan will be publicly reported through Form 4 filings with the Securities and Exchange Commission. Other officers or directors of the Company may, in the future, enter into Rule 10b5-1 trading plans related to the Company's shares. The Company undertakes no obligation to report Rule 10b5-1 trading plans adopted by any of its officers or directors, or to report any modifications or terminations of any publicly announced plans, except to the extent required by law.
Financial Statements and Exhibits
Financial Statements and Exhibits (d) Exhibits Exhibit Number Description of Exhibit 10.1 Employment Agreement, dated as of October 31, 2025, by and between Investar Bank, National Association and John R. Campbell 10.2 Salary Continuation Agreement, dated October 31, 2025, by and between Investar Bank and John R. Campbell 10.3 Split Dollar Agreement, dated May 9, 2024, by and between Investar Bank and John R. Campbell 10.4 First Amendment to Split Dollar Agreement, dated October 31, 2025, by and between Investar Bank and John R. Campbell 104 The cover page of Investar Holding Corporation's Form 8-K is formatted in Inline XBRL
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INVESTAR HOLDING CORPORATION Date: November 3, 2025 By: /s/ John J. D'Angelo John J. D'Angelo President and Chief Executive Officer