Form 8-K/A - Completion of WFB Acquisition
true
0001602658
0001602658
2026-01-01
2026-01-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-K/A
(Amendment No. 1)
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 1, 2026
Investar Holding Corporation
(Exact name of registrant as specified in its charter)
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Louisiana
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001-36522
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27-1560715
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $1.00 par value per share
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ISTR
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The Nasdaq Global Market
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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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Investar Holding Corporation (“Investar”) with the Securities and Exchange Commission on January 6, 2026 (the “Original Report”) in connection with the consummation on January 1, 2026 of Investar’s previously announced acquisition of Wichita Falls Bancshares, Inc. (“WFB”), the holding company for First National Bank (the “Transaction”).
This Amendment amends and supplements the Original Report solely to provide the financial statements and pro forma financial information relating to the merger required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Original Report. This Amendment does not include other updates or amendments to the Original Report. The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that Investar and WFB would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future financial results and results of operations that the combined company may achieve after completion of the Transaction. In addition, the fair value assessments presented in the pro forma financial information are preliminary assessments, as the purchase accounting entries have not yet been finalized, and are based upon available information and certain assumptions, which Investar believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the unaudited pro forma condensed combined financial statements.
Item 9.01 Financial Statements and Exhibits
| (a) |
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Financial statements of business acquired. |
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The audited consolidated financial statements of WFB as of and for the years ended December 31, 2024 and 2023, together with the notes thereto and the related independent auditor’s report, were previously filed as part of Investar’s Registration Statement on Form S-4 (File No. 333-290225) filed with the Securities and Exchange Commission on September 12, 2025, as amended, and are incorporated herein by reference. |
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The consolidated balance sheets of WFB as of September 30, 2025 (unaudited) and December 31, 2024, and the related unaudited consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the nine months ended September 30, 2025 and 2024, together with the notes thereto, were previously filed as part of Investar’s Current Report on Form 8-K (File No. 001-36522) filed with the Securities and Exchange Commission on November 14, 2025, and are incorporated herein by reference. |
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| (b) |
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Pro forma financial information. |
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The unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2025, and the unaudited pro forma condensed combined consolidated statement of income for the nine months ended September 30, 2025, of Investar required by this item, including the related notes thereto, are filed as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference. The unaudited pro forma condensed combined consolidated statement of income for the year ended December 31, 2024 of Investar required by this item, including the related notes thereto, was previously filed as part of Investar’s Registration Statement on Form S-4 (File No. 333-290225) filed with the Securities and Exchange Commission on September 12, 2025, as amended, and is incorporated herein by reference. |
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| (d) |
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Exhibits. |
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Exhibit
Number
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Description of Exhibit
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23.1
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Consent of Eide Bailly LLP |
| 99.1 |
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Unaudited Pro Forma Condensed Combined Consolidated Financial Statements as of and for the nine months ended September 30, 2025 |
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104
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The cover page of Investar Holding Corporation’s Form 8-K is formatted in Inline XBRL
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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.
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INVESTAR HOLDING CORPORATION
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Date: March 18, 2026
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By:
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/s/ John J. D’Angelo
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John J. D’Angelo
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President and Chief Executive Officer
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Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
Introductory Note to Unaudited Pro Forma Condensed Combined Consolidated Financial Information
The following unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2025, and the unaudited pro forma condensed combined consolidated statements of income for the nine months ended September 30, 2025, have been prepared to show the impact on our historical financial position and results of operations of the following transaction:
| • |
the consummation of the merger, including the issuance of 3,955,272 shares of Investar common stock to WFB’s shareholders, valued at $26.72 per share, which was the closing price of Investar common stock on December 31, 2025.
|
The unaudited pro forma condensed combined balance sheet as of September 30, 2025 is presented as if the merger with WFB had occurred on September 30, 2025. The unaudited pro forma condensed combined consolidated statement of income for the nine months ended September 30, 2025 is presented as if the merger and transactions that occurred therewith had occurred on January 1, 2024. The unaudited pro forma condensed combined consolidated financial statements give effect to the acquisition of WFB as a business combination under GAAP. Accordingly, all assets and liabilities were recorded at estimated fair value. The pro forma adjustments are based on estimates made for the purpose of preparing these pro forma statements and are described in the accompanying notes. Investar management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances.
Investar has not had sufficient time to completely evaluate the significant identifiable long-lived tangible and identifiable intangible assets of WFB. Accordingly, the unaudited pro forma adjustments, including the allocations of the purchase price, are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after further valuation analyses under GAAP are performed with respect to the fair values of certain tangible and intangible assets and liabilities as of the date of acquisition. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. In addition, the pro forma financial statements do not include the effects of any potential cost savings which management believes will result from combining certain operating procedures.
We anticipate that the acquisition of WFB will provide the combined company with the ability to better serve its customers, reach new customers and reduce operating expenses. In addition, certain subjective estimates have been utilized in determining the pro forma adjustments applied to the historical results of operations of WFB. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had WFB and Investar been combined during these periods.
The unaudited pro forma condensed combined consolidated financial information has been derived from, and should be read in conjunction with, Investar historical consolidated financial statements and related notes and those of WFB.
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2025
| |
Historical Investar
|
|
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Historical WFB
|
|
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Purchase Accounting Adjustments
|
|
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Notes
|
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Pro Forma Combined
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|
| |
(Dollars in thousands)
|
|
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ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Cash and due from banks
|
$ |
32,564 |
|
|
$ |
9,113 |
|
|
$ |
(10,370 |
) |
|
|
(1) |
|
$ |
31,307 |
|
|
Interest-bearing balances due from other banks
|
|
2,809 |
|
|
|
119,794 |
|
|
|
— |
|
|
|
|
|
|
122,603 |
|
|
Cash and cash equivalents
|
|
35,373 |
|
|
|
128,907 |
|
|
|
(10,370 |
) |
|
|
|
|
|
153,910 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities at fair value
|
|
370,251 |
|
|
|
52,024 |
|
|
|
— |
|
|
|
|
|
|
422,275 |
|
|
Held to maturity securities at amortized cost
|
|
47,834 |
|
|
|
364 |
|
|
|
— |
|
|
|
(2) |
|
|
48,198 |
|
|
Loans held for sale
|
|
— |
|
|
|
433 |
|
|
|
— |
|
|
|
|
|
|
433 |
|
|
Loans
|
|
2,150,523 |
|
|
|
1,093,555 |
|
|
|
(39,549 |
) |
|
|
(3) |
|
|
3,204,529 |
|
|
Less: allowance for credit losses
|
|
(26,470 |
) |
|
|
(10,640 |
) |
|
|
(4,166 |
) |
|
|
(4) |
|
|
(41,276 |
) |
|
Loans, net
|
|
2,124,053 |
|
|
|
1,082,915 |
|
|
|
(43,715 |
) |
|
|
|
|
|
3,163,253 |
|
|
Equity securities at fair value
|
|
3,270 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
3,270 |
|
|
Nonmarketable equity securities
|
|
15,255 |
|
|
|
4,676 |
|
|
|
— |
|
|
|
|
|
|
19,931 |
|
|
Bank premises and equipment, net
|
|
39,732 |
|
|
|
13,903 |
|
|
|
6,600 |
|
|
|
(5) |
|
|
60,235 |
|
|
Other real estate owned, net
|
|
4,633 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
4,633 |
|
|
Accrued interest receivable
|
|
14,858 |
|
|
|
5,746 |
|
|
|
— |
|
|
|
|
|
|
20,604 |
|
|
Deferred tax asset
|
|
14,362 |
|
|
|
— |
|
|
|
6,725 |
|
|
|
(6) |
|
|
21,087 |
|
|
Goodwill and other intangible assets, net
|
|
41,303 |
|
|
|
5,192 |
|
|
|
31,033 |
|
|
|
(7)(8) |
|
|
77,528 |
|
|
Bank owned life insurance
|
|
68,612 |
|
|
|
13,636 |
|
|
|
— |
|
|
|
|
|
|
82,248 |
|
|
Other assets
|
|
21,092 |
|
|
|
6,851 |
|
|
|
— |
|
|
|
|
|
|
27,943 |
|
|
Total assets
|
$ |
2,800,628 |
|
|
$ |
1,314,647 |
|
|
$ |
(9,727 |
) |
|
|
|
|
$ |
4,105,548 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
|
$ |
446,361 |
|
|
$ |
193,441 |
|
|
$ |
— |
|
|
|
|
|
$ |
639,802 |
|
|
Interest-bearing
|
|
1,926,317 |
|
|
|
917,487 |
|
|
|
1,438 |
|
|
|
(9) |
|
|
2,845,242 |
|
|
Total deposits
|
|
2,372,678 |
|
|
|
1,110,928 |
|
|
|
1,438 |
|
|
|
|
|
|
3,485,044 |
|
|
Advances from Federal Home Loan Bank
|
|
60,000 |
|
|
|
30,096 |
|
|
|
— |
|
|
|
(2) |
|
|
90,096 |
|
|
Repurchase agreements
|
|
15,066 |
|
|
|
1,784 |
|
|
|
— |
|
|
|
|
|
|
16,850 |
|
|
Subordinated debt, net of unamortized issuance costs
|
|
16,728 |
|
|
|
12,204 |
|
|
|
— |
|
|
|
(2) |
|
|
28,932 |
|
|
Junior subordinated debt
|
|
8,806 |
|
|
|
8,720 |
|
|
|
— |
|
|
|
(2) |
|
|
17,526 |
|
|
Other borrowings
|
|
— |
|
|
|
37,196 |
|
|
|
— |
|
|
|
(2) |
|
|
37,196 |
|
|
Accrued taxes and other liabilities
|
|
32,055 |
|
|
|
11,511 |
|
|
|
(933 |
) |
|
|
(10) |
|
|
42,633 |
|
|
Total liabilities
|
|
2,505,333 |
|
|
|
1,212,439 |
|
|
|
505 |
|
|
|
|
|
|
3,718,277 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
30,353 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
30,353 |
|
|
Common stock
|
|
9,826 |
|
|
|
621 |
|
|
|
3,334 |
|
|
|
(11) |
|
|
13,781 |
|
|
Surplus
|
|
146,304 |
|
|
|
33,277 |
|
|
|
68,454 |
|
|
|
(12) |
|
|
248,035 |
|
|
Retained earnings
|
|
146,178 |
|
|
|
70,507 |
|
|
|
(84,217 |
) |
|
|
(13) |
|
|
132,468 |
|
|
Accumulated other comprehensive (loss) income
|
|
(37,366 |
) |
|
|
(2,197 |
) |
|
|
2,197 |
|
|
|
(14) |
|
|
(37,366 |
) |
|
Total stockholders’ equity
|
|
295,295 |
|
|
|
102,208 |
|
|
|
(10,232 |
) |
|
|
|
|
|
387,271 |
|
|
Total liabilities and stockholders’ equity
|
$ |
2,800,628 |
|
|
$ |
1,314,647 |
|
|
$ |
(9,727 |
) |
|
|
|
|
$ |
4,105,548 |
|
See accompanying notes to the unaudited pro forma condensed combined financial statements.
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
| |
|
Historical Investar
|
|
|
Historical WFB
|
|
|
Pro Forma Adjustments
|
|
|
Notes
|
|
Pro Forma Combined
|
|
| |
|
(In thousands, except per share data)
|
|
|
INTEREST INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans
|
|
$ |
94,255 |
|
|
$ |
54,685 |
|
|
$ |
8,898 |
|
|
|
(15) |
|
$ |
157,838 |
|
|
Interest on investment securities:
|
|
|
10,761 |
|
|
|
1,843 |
|
|
|
330 |
|
|
|
(16) |
|
|
12,934 |
|
|
Other interest income
|
|
|
1,872 |
|
|
|
1,459 |
|
|
|
— |
|
|
|
|
|
|
3,331 |
|
|
Total interest income
|
|
|
106,888 |
|
|
|
57,987 |
|
|
|
9,228 |
|
|
|
|
|
|
174,103 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on deposits
|
|
|
43,822 |
|
|
|
26,357 |
|
|
|
114 |
|
|
|
(17) |
|
|
70,293 |
|
|
Interest on borrowings
|
|
|
3,924 |
|
|
|
7,281 |
|
|
|
— |
|
|
|
(18) |
|
|
11,205 |
|
|
Total interest expense
|
|
|
47,746 |
|
|
|
33,638 |
|
|
|
114 |
|
|
|
|
|
|
81,498 |
|
|
Net interest income
|
|
|
59,142 |
|
|
|
24,349 |
|
|
|
9,114 |
|
|
|
|
|
|
92,605 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses
|
|
|
(3,316 |
) |
|
|
164 |
|
|
|
— |
|
|
|
|
|
|
(3,152 |
) |
|
Net interest income after provision for credit losses
|
|
|
62,458 |
|
|
|
24,185 |
|
|
|
9,114 |
|
|
|
|
|
|
95,757 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts
|
|
|
2,415 |
|
|
|
304 |
|
|
|
— |
|
|
|
|
|
|
2,719 |
|
|
Mortgage loan sales/origination/processing
|
|
|
— |
|
|
|
467 |
|
|
|
— |
|
|
|
|
|
|
467 |
|
|
Gain on call or sale of investment securities, net
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
2 |
|
|
Loss on sale or disposition of fixed assets, net
|
|
|
(8 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
(8 |
) |
|
Gain (loss) on sale of other real estate owned, net
|
|
|
123 |
|
|
|
(99 |
) |
|
|
— |
|
|
|
|
|
|
24 |
|
|
Loss on sale of loans
|
|
|
— |
|
|
|
(1,913 |
) |
|
|
— |
|
|
|
|
|
|
(1,913 |
) |
|
Interchange fees
|
|
|
1,185 |
|
|
|
559 |
|
|
|
— |
|
|
|
|
|
|
1,744 |
|
|
Income from bank owned life insurance
|
|
|
1,409 |
|
|
|
331 |
|
|
|
— |
|
|
|
|
|
|
1,740 |
|
|
Change in the fair value of equity securities
|
|
|
177 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
177 |
|
|
Other operating income
|
|
|
2,318 |
|
|
|
645 |
|
|
|
— |
|
|
|
|
|
|
2,963 |
|
|
Total noninterest income
|
|
|
7,621 |
|
|
|
294 |
|
|
|
— |
|
|
|
|
|
|
7,915 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
2,114 |
|
|
|
677 |
|
|
|
1,861 |
|
|
|
(19)(20)(21) |
|
|
4,652 |
|
|
Salaries and employee benefits
|
|
|
30,162 |
|
|
|
10,710 |
|
|
|
— |
|
|
|
|
|
|
40,872 |
|
|
Occupancy
|
|
|
1,995 |
|
|
|
1,773 |
|
|
|
— |
|
|
|
|
|
|
3,768 |
|
|
Data processing
|
|
|
2,642 |
|
|
|
864 |
|
|
|
— |
|
|
|
|
|
|
3,506 |
|
|
Marketing
|
|
|
324 |
|
|
|
148 |
|
|
|
— |
|
|
|
|
|
|
472 |
|
|
Professional fees
|
|
|
1,555 |
|
|
|
1,601 |
|
|
|
— |
|
|
|
|
|
|
3,156 |
|
|
Acquisition expense
|
|
|
587 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
587 |
|
|
Other operating expenses
|
|
|
10,085 |
|
|
|
4,289 |
|
|
|
— |
|
|
|
|
|
|
14,374 |
|
|
Total noninterest expense
|
|
|
49,464 |
|
|
|
20,062 |
|
|
|
1,861 |
|
|
|
|
|
|
71,387 |
|
|
Income before income tax expense
|
|
|
20,615 |
|
|
|
4,417 |
|
|
|
7,253 |
|
|
|
|
|
|
32,285 |
|
|
Income tax expense
|
|
|
3,649 |
|
|
|
806 |
|
|
|
1,523 |
|
|
|
(22) |
|
|
5,978 |
|
|
Net income
|
|
$ |
16,966 |
|
|
$ |
3,611 |
|
|
$ |
5,730 |
|
|
|
|
|
$ |
26,307 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
|
1.67 |
|
|
|
5.82 |
|
|
|
|
|
|
|
|
|
|
2.00 |
|
|
Diluted earnings per common share
|
|
|
1.62 |
|
|
|
5.21 |
|
|
|
|
|
|
|
|
|
|
1.91 |
|
|
Basic
|
|
|
9,835,780 |
|
|
|
620,912 |
|
|
|
3,334,360 |
|
|
|
(23) |
|
|
13,170,140 |
|
|
Diluted
|
|
|
10,494,433 |
|
|
|
692,804 |
|
|
|
3,262,468 |
|
|
|
(23) |
|
|
13,756,901 |
|
See accompanying notes to the unaudited pro forma condensed combined financial statements.
INVESTAR HOLDING CORPORATION
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
On July 1, 2025, Investar entered into the merger agreement with WFB. Under the terms of the merger agreement, 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 Company common stock for an aggregate transaction value of $112.9 million. This value is based on Investar’s closing stock price on December 31, 2025 of $26.72.
The unaudited pro forma condensed combined consolidated balance sheet and statements of income, including per share data, are presented after giving effect to the merger. The pro forma financial information assumes that the merger with WFB occurred on January 1, 2024 for purposes of the unaudited pro forma condensed combined consolidated statements of income and on September 30, 2025 for purposes of the unaudited pro forma condensed combined consolidated balance sheet and gives effect to the merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period.
The merger will be accounted for using the acquisition method of accounting; accordingly, the difference between the purchase price over the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed will be recorded as goodwill.
The pro forma financial information includes estimated adjustments to record the assets and liabilities of WFB at their respective fair values and represents management’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final allocation of the purchase price will be determined after completion of a final analysis to determine the fair values of WFB’s tangible and identifiable intangible assets and liabilities as of the closing date and any differences could be material.
NOTE 2. PRO FORMA ADJUSTMENTS
The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined consolidated financial information. All adjustments are based on current valuations, estimates and assumptions that are subject to change and such change could be material.
|
(1)
|
Reflects the payment of $7.2 million in cash consideration to the shareholders of WFB as a result of the merger and $3.2 million in merger-related expenses.
|
|
(2)
|
Preliminary fair value marks were not obtained as they were deemed immaterial.
|
|
(3)
|
Reflects an estimated interest rate fair value mark of $26.5 million on the WFB loan portfolio and credit fair value mark of $13.0 million related to non-purchased credit-deteriorated loans.
|
|
(4)
|
Reflects the elimination of WFB’s historical allowance for credit losses totaling $10.6 million, the $1.5 million addition to the ACL attributable to loans identified as PCD and the day 1 recognition of the ACL related to non-PCD loans of $13.3 million.
|
|
(5)
|
Reflects the fair value of fixed assets acquired.
|
|
(6)
|
Represents the estimated net deferred tax asset resulting from the merger.
|
|
(7)
|
Reflects the elimination of WFB’s goodwill totaling $4.4 million and to record the estimated goodwill of $22.0 million resulting from the Merger.
|
|
(8)
|
Represents the recognition of the fair value of acquired core deposit intangible of $14.3 million, net of the elimination of $0.8 million of WFB’s historical core deposit intangible.
|
|
(9)
|
Reflects the fair value premium on fixed maturity deposits, which was calculated by discounting future contractual payments at the current market interest rate.
|
|
(10)
|
Reflects the reversal of WFB’s allowance for credit losses related to unfunded commitments and Investar’s accrual of allowance for unfunded commitments.
|
|
(11)
|
Reflects the elimination of WFB’s common stock account and the increase in Investar’s common stock account as a result of the issuance of 3,955,272 shares of Investar common stock as a result of the merger.
|
|
(12)
|
Reflects the elimination of WFB’s capital surplus account and the increase in Investar’s surplus account as a result of the issuance of 3,955,272 shares of Investar common stock as a result of the merger.
|
|
(13)
|
Reflects the elimination of WFB’s retained earnings of $70.5 million, to record the estimated after tax merger costs of $3.2 million expected to be incurred by Investar, and to record the allowance for credit losses for non-PCD loans of $10.5 million.
|
|
(14)
|
Reflects the elimination of WFB’s accumulated other comprehensive loss account.
|
|
(15)
|
Interest income on loans was adjusted to reflect the accretion of the loan discount on a level-yield method over the estimated remaining terms to maturity of the loans acquired.
|
|
(16)
|
Adjustment to record investment securities discount accretion of the estimated fair value mark, based on the expected average life of the portfolio.
|
|
(17)
|
Interest expense on deposits was adjusted to reflect the amortization of the time deposit fair value premium over the remaining life of the deposits. The estimated amount of the amortization is $114,000 for the nine months ended September 30, 2025.
|
|
(18)
|
Preliminary fair value marks were not obtained related to subordinated and junior subordinated debt as they were deemed immaterial.
|
|
(19)
|
Reflects the additional depreciation expense related to the fair value of real estate acquired based on an estimated 20 year useful life. The estimated amount of additional depreciation is $247,500 for the nine months ended September 30, 2025.
|
|
(20)
|
Reflects the reversal of WFB core deposit intangible amortization recorded of $135,000 for the nine months ended September 30, 2025.
|
|
(21)
|
Reflects the amortization of the core deposit intangible over an estimated useful life of ten years using the sum of the years digits method assuming the merger closed on January 1, 2024. The estimated amount of the amortization is $1.7 million for the nine months ended September 30, 2025.
|
|
(22)
|
Represents the net federal tax effect of the pro forma adjustments using Investar’s statutory tax rate of 21.0%.
|
|
(23)
|
Adjustment to eliminate WFB common shares and record Investar common shares reflecting the issuance of 3,955,272 shares at closing.
|
NOTE 3. PRO FORMA ALLOCATION OF PURCHASE PRICE
The following shows the pro forma allocation of the consideration paid for WFB’s common equity to the acquired identifiable assets and liabilities assumed and the pro forma goodwill generated from the transaction.
|
Preliminary Purchase Price Allocation (in thousands, except share data):
|
|
|
|
|
|
Shares of Investar common stock to be issued for shares of WFB common stock
|
|
|
3,955,272 |
|
|
Price per share, based on Investar common stock price as of December 31, 2025
|
|
$ |
26.72 |
|
|
Pro forma value of Investar common stock to be issued
|
|
$ |
105,685 |
|
|
Cash consideration
|
|
|
7,202 |
|
| |
|
$ |
112,887 |
|
| |
|
|
|
|
|
Identifiable assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
128,907 |
|
|
Investment securities
|
|
|
52,388 |
|
|
Net loans
|
|
|
1,052,975 |
|
|
Nonmarketable equity securities
|
|
|
4,676 |
|
|
Bank premises and equipment
|
|
|
20,503 |
|
|
Core deposit intangible
|
|
|
14,249 |
|
|
Bank owned life insurance
|
|
|
13,636 |
|
|
Other assets
|
|
|
16,520 |
|
|
Total identifiable assets
|
|
|
1,303,853 |
|
| |
|
|
|
|
|
Identifiable liabilities:
|
|
|
|
|
|
Deposits
|
|
$ |
1,112,366 |
|
|
Advances from FHLB
|
|
|
30,096 |
|
|
Repurchase agreements
|
|
|
1,784 |
|
|
Notes payable
|
|
|
20,924 |
|
|
Other borrowings
|
|
|
37,196 |
|
|
Other liabilities
|
|
|
10,577 |
|
|
Total identifiable liabilities
|
|
|
1,212,943 |
|
| |
|
|
|
|
|
Net assets acquired
|
|
|
90,910 |
|
|
Resulting goodwill
|
|
$ |
21,977 |
|
