[8-K] Investar Holding Corporation Reports Material Event

Rhea-AI Filing Summary

VCI Global Limited’s July 2025 Form 6-K discloses final terms of its previously announced transaction with QuantGold Data Platform. The company issued 11,904,762 new ordinary shares as part of the consideration for a 20 % equity stake in QuantGold.

Including additional shares issued to Alumni Capital LP under an equity line of credit, VCI Global’s total shares outstanding have increased to 26,929,992 as of 21 July 2025. No earnings or cash-flow data are provided. While the QuantGold stake expands the firm’s data-analytics capabilities, the larger share base signals near-term dilution for existing shareholders.

Positive

• Acquisition of a 20 % stake in QuantGold broadens VCI Global’s data-analytics capabilities and positions the firm for potential fintech revenue growth.

Negative

• Share count rises to 26.9 M, creating immediate dilution for existing investors with no accompanying financial performance data to justify the issuance.

Insights

Financial Analyst

Dilutive share issue funds 20 % QuantGold stake; strategy gains, EPS dilution risks.

The issuance of 11.9 M shares—roughly 44 % of the current float—finances entry into QuantGold’s data platform. Strategically, increased fintech exposure may enhance revenue diversification, but short-term value per share falls until accretive earnings materialize. Absent financial metrics, investors must gauge potential synergies against dilution.

M&A Specialist

Minority stake adds tech capabilities; consideration entirely in equity raises dilution flag.

Paying with shares preserves cash but shifts deal risk to current holders. A 20 % position limits control, so realizing operational integration benefits may be challenging. Overall impact is balanced: strategic upside offset by ownership dilution.

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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): July 21, 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 Blvd.

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. ☐

Item 2.02 Results of Operations and Financial Condition

On July 21, 2025, Investar Holding Corporation (the “Company”), the holding company of Investar Bank, National Association (the “Bank”), issued a press release reporting second quarter 2025 results and posted on its website its second quarter 2025 earnings release and investor presentation. The materials contain forward-looking statements regarding the Company and include a cautionary note identifying important factors that could cause actual results to differ materially from those anticipated. Copies of the earnings release and investor presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in Item 2.02, including Exhibit 99.1 and Exhibit 99.2 of this Current Report, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description of Exhibit
99.1						Earnings release of Investar Holding Corporation dated July 21, 2025 announcing financial results for the quarter ended June 30, 2025
99.2						Investor presentation dated July 21, 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: July 21, 2025			By:			/s/ John J. D’Angelo
						John J. D’Angelo
						President and Chief Executive Officer

FAQ

How many VCI Global (VCIG) shares are now outstanding?

As of 21 July 2025, the company reports 26,929,992 ordinary shares issued and outstanding.

What stake did VCI Global acquire in QuantGold?

VCI Global acquired a 20 % equity stake in QuantGold Data Platform.

How was the QuantGold acquisition funded?

The consideration included 11,904,762 newly issued ordinary shares of VCI Global.

Was any cash used in the QuantGold transaction?

The filing mentions only share issuance; it does not disclose any cash component.

Does the 6-K provide earnings or revenue guidance?

No, the document contains no financial performance or guidance information.