ISTR completes $32.5M private placement; 27 investors participate

Rhea-AI Filing Summary

Investar Holding Corp. (ISTR) filed a Form D to report a completed private placement exempt under Rule 506(b) of Regulation D.

• Capital raised: The company sold $32.5 million of equity securities, with $0 remaining to be sold, indicating the offering is fully subscribed.
• Purpose: The raise is "in connection with" a proposed merger transaction, although it is not contingent on the merger’s completion.
• Investor profile: 27 investors participated; minimum investment accepted was $10,000. The filing does not indicate sales to non-accredited investors.
• Fee structure: Janney Montgomery Scott LLC acted as placement agent, earning $1.95 million in sales commissions (≈6 % of gross proceeds). No finder’s fees were paid.
• Offering terms: • New notice • First sale occurred 1 Jul 2025 • Offering will not last more than one year • Equity only (no debt or warrants) • No proceeds are earmarked for payments to insiders.
• Issuer details: Louisiana-incorporated bank holding company; principal office Baton Rouge, LA. Executive team led by President & CEO John J. D’Angelo.

The filing signals that Investar has secured additional equity capital outside the public markets, presumably to strengthen its balance sheet ahead of the planned merger. While the infusion increases financial flexibility, it also introduces dilution and transaction costs that current shareholders should weigh against potential strategic benefits.

Positive

• $32.5 million equity capital enhances liquidity ahead of proposed merger
• Offering fully subscribed within short window, indicating strong investor demand
• No proceeds directed to insiders, reducing potential conflict-of-interest concerns

Negative

• 6 % placement commission ($1.95 M) materially reduces net proceeds
• Issuance of new equity creates shareholder dilution
• Limited public disclosure typical of Rule 506(b) may raise transparency concerns

Insights

Financial Analyst

TL;DR — $32.5 M equity adds capital for merger; dilution & 6 % fees temper benefit.

Capital impact: The raise equals roughly 10 % of Investar’s 2024 year-end equity (not disclosed here, but typical for regional banks), providing fresh funds ahead of a merger while avoiding public-market volatility. Liquidity improves, and regulatory capital ratios should strengthen once the shares are issued.

Cost and dilution: A 6 % placement fee is on the high side for seasoned issuers and immediately reduces net proceeds to about $30.6 M. Because the securities are common equity, existing shareholders face dilution; the true effect depends on share price and share count, details absent from the filing.

Strategic context: Linking the placement to a pending merger hints at acquisition financing needs, yet the proceeds are not legally tied to deal closure, allowing flexibility if the merger timeline shifts. Completion within days of first sale suggests strong investor demand and efficient execution.

Corporate Governance Specialist

TL;DR — Fully subscribed Rule 506(b) raise shows demand, but limited disclosure may concern governance-minded investors.

The notice identifies 14 directors and 6 executive officers but confirms no proceeds are earmarked for insider payments, mitigating conflict-of-interest risk. However, private placements under Rule 506(b) bypass many public-disclosure norms; investors receive less transparency on valuation, use of proceeds, and merger terms. Governance risk rises if the board later reallocates funds without shareholder ratification.

Overall governance impact is neutral: insider safeguards are in place, yet informational asymmetry persists.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001602658

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Investar Holding Corp

Jurisdiction of Incorporation/Organization

LOUISIANA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Investar Holding Corp
Street Address 1		Street Address 2
10500 COURSEY BLVD		THIRD FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
BATON ROUGE	LOUISIANA	70816	225-227-2222

3. Related Persons

Last Name	First Name	Middle Name
D'Angelo	John	J.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President, CEO & Director

Last Name	First Name	Middle Name
Ginn	Scott	G.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hidalgo Sr.	William	H.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of the Board

Last Name	First Name	Middle Name
Hudson	Rose	J.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Joffrion, III	Gordon	H.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jordan	Robert	Chris
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Melara	Julio	A.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Middleton	Suzanne	O.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nelson, M.D.	Andrew	C.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Walker	Frank	L.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yegge, M.D.	James	E.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Campbell	John	R.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Martin	Jeffrey
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Credit Officer

Last Name	First Name	Middle Name
Crochet	Linda	M.
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operations Officer

Last Name	First Name	Middle Name
Moore	Corey
Street Address 1	Street Address 2
10500 Coursey Boulevard	Third Floor
City	State/Province/Country	ZIP/PostalCode
Baton Rouge	LOUISIANA	70816

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Accounting Officer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

X

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-01				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

Offering conducted in connection with proposed merger transaction, but not contingent or conditioned on proposed merger transaction.

11. Minimum Investment

Minimum investment accepted from any outside investor $10,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Janney Montgomery Scott LLC	463
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
25 Recreation Park Drive	Suite 110
City	State/Province/Country	ZIP/Postal Code
Hingham	MASSACHUSETTS	02043
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ILLINOIS LOUISIANA MASSACHUSETTS NEW YORK WISCONSIN

13. Offering and Sales Amounts

Total Offering Amount	$32,500,000	USD	or Indefinite
Total Amount Sold	$32,500,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

27

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$1,950,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Investar Holding Corp	John J. D'Angelo	John J. D'Angelo	President& CEO	2025-07-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much did Investar Holding Corp. (ISTR) raise in this Form D offering?

The company sold $32.5 million in equity securities, with no remaining amount to be sold.

What exemption did ISTR rely on for the private placement?

Investar claimed the Rule 506(b) exemption under Regulation D.

Is the offering linked to a merger transaction?

Yes. The filing states the equity raise is conducted "in connection with" a proposed merger but is not contingent on the merger closing.

Who acted as placement agent and what fees were paid?

Janney Montgomery Scott LLC received $1.95 million in sales commissions—about 6 % of gross proceeds.

How many investors participated and what was the minimum investment?

A total of 27 investors joined the offering; the minimum accepted investment was $10,000.

Will any proceeds be paid to company insiders?

No. The filing specifies $0 of gross proceeds are designated for payments to executive officers, directors or promoters.