Investar updates prospectus with WFB statements, pro formas (9/30/2025)

Rhea-AI Filing Summary

Investar Holding Corporation (ISTR) filed an 8‑K to update prospectus information tied to its Wichita Falls Bancshares, Inc. (WFB) merger. The filing adds WFB historical financials and Investar/WFB pro forma data that are incorporated by reference into the Final Prospectus for the registered resale of common stock issuable upon conversion of Investar’s Series A preferred.

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 the related common shares. The 8‑K furnishes: (i) WFB unaudited consolidated financial statements as of September 30, 2025 and December 31, 2024, and for the nine months ended September 30, 2025 and 2024 (Ex. 99.1); (ii) WFB MD&A for the same periods (Ex. 99.2); and (iii) Investar’s unaudited pro forma combined condensed consolidated balance sheet as of September 30, 2025 and statement of income for the nine months ended September 30, 2025 (Ex. 99.3).

Insights

M&A and Accounting Analyst

Information update: adds WFB historicals and pro formas tied to a prior convertible preferred resale; no new transaction terms disclosed.

Investar filed an 8-K to update materials linked to its prior private placement of 32,500 shares of Series A Non-Cumulative Perpetual Convertible Preferred paying 6.5%. The company had agreed to register the resale of common stock issuable upon conversion; that registration became effective on September 17, 2025, with a final prospectus on September 18, 2025. This filing supplies WFB historical financials (Ex. 99.1–99.2) and unaudited pro forma combined statements (Ex. 99.3) to align with Regulation S‑X.

The pro formas are unaudited and reflect illustrative combination effects as of and for the period ended September 30, 2025. They do not change the previously disclosed securities or add new financing terms. The convertible preferred could, upon conversion, increase the common share count for resale, but this 8‑K only updates financial information and MD&A for WFB and provides combined pro forma context.

Focus on Exhibit 99.3 for the pro forma balance sheet and income statement as of/for the nine months ended September 30, 2025, and Exhibits 99.1–99.2 for WFB trends. Watch for any subsequent audited year-end updates that might revise these unaudited figures and for any conversion-related share issuance timing reflected in future filings.

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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 did Investar (ISTR) report in this 8-K?

Investar filed WFB historical financial statements, WFB MD&A, and unaudited pro forma combined financials to update information incorporated into its Final Prospectus.

Which exhibits were included with the Investar 8-K?

Ex. 99.1 WFB unaudited financials; Ex. 99.2 WFB MD&A; Ex. 99.3 Investar unaudited pro forma combined financials; Ex. 104 cover page Inline XBRL.

How is the Series A preferred related to this filing for ISTR?

Investar sold 32,500 shares of 6.5% Series A convertible preferred in a private placement and agreed to register the resale of common stock issuable upon conversion.

What pro forma information did Investar provide?

An unaudited pro forma combined condensed consolidated balance sheet as of September 30, 2025 and a statement of income for the nine months ended September 30, 2025.

What periods are covered by WFB’s financial statements?

Balance sheets as of September 30, 2025 (unaudited) and December 31, 2024, and results for the nine months ended September 30, 2025 and 2024.

Why are these updates being made now by Investar?

To update financial and other information about WFB and the merger so it aligns with SEC requirements and is incorporated into the Final Prospectus for the resale.