Investar files 8-K updating WFB merger data and resale prospectus

Rhea-AI Filing Summary

Investar Holding Corporation filed a Form 8-K and related communication under Rule 425 to support the resale registration of common stock issuable from its earlier private placement of 32,500 shares of 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock. The filing explains that the resale registration statement for these conversion shares became effective on September 17, 2025, with a final prospectus dated September 18, 2025.

This report mainly updates financial and narrative information related to Wichita Falls Bancshares, Inc. (WFB) and its merger into Investar. It adds WFB’s unaudited consolidated financial statements and management’s discussion and analysis for the periods ended September 30, 2025 and 2024, along with unaudited pro forma combined financial statements for Investar as of and for the nine months ended September 30, 2025. These materials are provided as exhibits so investors can better understand the combined company’s historical and pro forma results.

Insights

Bank M&A and Regulatory Reporting Analyst

Informational 8-K: updates Wichita Falls Bancshares acquisition financials and pro forma data tied to a prior preferred stock private placement.

Investar previously issued 32,500 shares of 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock in a private placement and agreed to register the resale of common stock issuable upon conversion. This 8-K supplies updated financial information about Wichita Falls Bancshares, Inc. (WFB) and its merger into Investar, so that the already-effective resale prospectus aligns with SEC Regulation S-X requirements. The filing adds WFB’s unaudited consolidated financial statements as of September 30, 2025 and December 31, 2024, plus related results for the nine months ended September 30, 2025 and 2024.

The 8-K also provides WFB’s Management’s Discussion and Analysis and unaudited pro forma combined condensed consolidated financial statements for Investar as of and for the nine months ended September 30, 2025. These pro formas help show how the WFB merger might affect Investar’s consolidated balance sheet and income statement presentation on a combined basis under SEC rules. The filing is primarily compliance-focused and does not change the terms of the Series A Preferred Stock or the merger itself.

The key items to watch are the trends in WFB’s standalone financials in Exhibits 99.1 and 99.2 and how the pro forma data in Exhibit 99.3 alters Investar’s reported size, earnings profile, and capital mix on a combined basis as of September 30, 2025. These exhibits offer a clearer view of WFB’s contribution to Investar shortly after the merger date of June 30, 2025 and before year-end 2025 reporting.

Filed by Investar Holding Corporation

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Wichita Falls Bancshares, Inc.

Commission File Number: 333-290225

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 14, 2025

Investar Holding Corporation

(Exact name of registrant as specified in its charter)

Louisiana	001-36522	27-1560715
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

10500 Coursey Boulevard

Baton Rouge, Louisiana 70816

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (225) 227-2222

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value per share	ISTR	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note 

On June 30, 2025, Investar Holding Corporation (“Investar”) entered into a Securities Purchase Agreement with certain institutional and other accredited investors relating to the sale by Investar in a private placement offering (the “Private Placement”) of an aggregate of 32,500 shares of its newly designated 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock (“Series A Preferred Stock”). In connection with the Private Placement, Investar agreed generally to register the resale of the common stock issuable upon conversion of the Series A Preferred (the “Resale”). On September 17, 2025, the registration statement with respect to the Resale was declared effective, and the final prospectus with respect to the Resale was filed with the Securities and Exchange Commission on September 18, 2025 (the “Final Prospectus”).  This Current Report on Form 8-K is being filed for the purpose of updating certain financial and other information contained in the Final Prospectus relating to Wichita Falls Bancshares, Inc. (“WFB”), and the merger of WFB with and into Investar, to comport, among other things, with Rules 3-01 and 3-05 and Article 11 of Regulation S-X, which information is incorporated by reference into the Final Prospectus.

Item 9.01  Financial Statements and Exhibits 

(a)		Financial statements of business acquired.
		(i)	The consolidated balance sheets of WFB as of September 30, 2025 (unaudited) and December 31, 2024, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the nine months ended September 30, 2025 and 2024, and the related notes, are included as Exhibit 99.1, which is incorporated herein by reference.
		(ii)	Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the nine months ended September 30, 2025 and 2024, with respect to WFB, is included as Exhibit 99.2, which is incorporated herein by reference.
(b)		Pro forma financial information.
		(i)	The unaudited pro forma combined condensed consolidated balance sheet of Investar as of September 30, 2025, and the unaudited pro forma combined condensed consolidated statement of income of Investar for the nine months ended September 30, 2025, are included as  Exhibit 99.3, which is incorporated herein by reference.
(c)		Shell company transactions.
		(i)	Not applicable.
(d)		Exhibits.
		The following are filed as exhibits to this Current Report on Form 8-K:

Exhibit Number		Description of Exhibit
99.1		Unaudited Consolidated Financial Statements of Wichita Falls Bancshares, Inc. as of and for the nine months ended September 30, 2025 and 2024.
99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the nine months ended September 30, 2025 and 2024, with respect to Wichita Falls Bancshares, Inc.
99.3		Unaudited Pro Forma Combined Condensed Consolidated Financial Statements as of and for the nine months ended September 30, 2025.
104		The cover page of Investar Holding Corporation’s Form 8-K is formatted in Inline XBRL

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 14, 2025		By:	/s/ John J. D’Angelo
			John J. D’Angelo
			President and Chief Executive Officer

FAQ

What is Investar Holding Corporation (ISTR) announcing in this Form 8-K?

Investar is filing a Form 8-K to update financial and other information related to Wichita Falls Bancshares, Inc. and its merger into Investar, and to incorporate that updated information into a previously effective resale prospectus.

How does this 8-K relate to Investar’s 6.5% Series A Convertible Preferred Stock?

Investar previously sold 32,500 shares of 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock in a private placement and agreed to register the resale of common stock issuable upon conversion; this 8-K updates information incorporated into that resale prospectus.

What Wichita Falls Bancshares (WFB) financial information is being provided?

The filing includes, as Exhibit 99.1, WFB’s consolidated balance sheets as of September 30, 2025 (unaudited) and December 31, 2024, plus related income, comprehensive income, equity and cash flow statements for the nine months ended September 30, 2025 and 2024, with accompanying notes.

Does Investar provide management discussion for WFB in this filing?

Yes. Exhibit 99.2 contains Management’s Discussion and Analysis of Financial Condition and Results of Operations for WFB as of and for the nine months ended September 30, 2025 and 2024.

What pro forma financials for Investar are included in the 8-K?

Exhibit 99.3 presents unaudited pro forma combined condensed consolidated financial statements for Investar, including a balance sheet as of September 30, 2025 and a statement of income for the nine months ended September 30, 2025, reflecting the WFB merger.

Is this filing announcing a new merger or transaction for Investar (ISTR)?

No. The filing references the merger of WFB with and into Investar but focuses on updating and providing detailed historical and pro forma financial information related to that transaction.