Welcome to our dedicated page for Investar Holding SEC filings (Ticker: ISTR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Investar Holding Corporation’s SEC filings document operating results, governance matters, capital structure, and material events for the holding company of Investar Bank, National Association. Form 8-K disclosures include quarterly earnings releases, investor presentations, financial-condition updates, auditor changes, and executive compensation arrangements.
The filings also cover the company’s 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock, resale registration-related updates, shareholder voting and proxy matters, and acquisition accounting. Acquisition-related filings include acquired business financial statements, management discussion and analysis, and pro forma financial information connected to Wichita Falls Bancshares and First National Bank.
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.
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).
Investar Holding Corporation (ISTR) reported Q3 2025 results. Net income was $6,179 thousand, up from $5,381 thousand a year ago, with diluted EPS of $0.54. Net interest income rose to $21,153 thousand from $17,856 thousand as interest expense declined. The provision for credit losses was $139 thousand for the quarter. For the nine-month period, net income reached $16,966 thousand and diluted EPS was $1.62.
Total assets were $2,800,628 thousand and deposits were $2,372,678 thousand as of September 30, 2025. Stockholders’ equity increased to $295,295 thousand, reflecting improved accumulated other comprehensive results and the issuance of 32,500 shares of 6.5% Series A Non‑Cumulative Perpetual Convertible Preferred Stock, generating $30,353 thousand in net proceeds. The company declared a quarterly common dividend of $0.11 per share and preferred dividends of $16.25 per preferred share.
Investar Holding Corporation changed its independent auditor following a firm combination. On November 1, 2025, Horne LLP’s partners and staff joined BDO USA, P.C., and Horne resigned as Investar’s auditor. With Audit Committee approval, Investar appointed BDO as its independent registered public accounting firm on November 3, 2025.
Horne’s reports on Investar’s financial statements for 2024 and 2023 carried no adverse opinion, disclaimer, or qualifications. The company reports no disagreements with Horne through October 31, 2025, and no consultations with BDO on accounting or audit matters prior to engagement.
Investar Holding Corporation finalized new executive agreements for its Bank’s CFO, John R. Campbell, and disclosed a prearranged trading plan by its CEO. The CFO Employment Agreement runs through October 31, 2028 with automatic one-year renewals and sets a $350,000 annual base salary, plus eligibility for an annual incentive of up to 45% of base salary, subject to Board discretion. If terminated without cause or for good reason, he would receive accrued pay and benefits, an amount equal to his then-current base salary plus his three-year average bonus paid over 12 months, and continued medical coverage for 18 months. If a change in control occurs and qualifying termination follows (or occurs within six months prior), he also receives a lump sum equal to 50% of the same base‑plus‑bonus amount. Post-employment covenants include non-compete and related restrictions for 12 months, or 24 months after a change in control.
The Salary Continuation Agreement provides $125,000 per year beginning at age 65, paid monthly over 120 months, with a change‑in‑control lump sum based on the accrual balance and specified forfeiture conditions. A Split Dollar Life Insurance Agreement divides death proceeds under Bank-owned policies, with the beneficiary eligible for a benefit capped at 100% of the Net Amount at Risk. Separately, CEO John J. D’Angelo adopted a Rule 10b5‑1 plan on October 28, 2025 to exercise up to 26,163 options expiring in March 2026, effective January 26, 2026 and ending on or before March 31, 2026; any transactions will be reported on Form 4.
Investar Holding Corporation reported that shareholders approved its Agreement and Plan of Merger with Wichita Falls Bancshares, Inc., including the issuance of Investar common stock as merger consideration.
The Merger Proposal passed with 6,745,993 votes for, 7,921 against, and 76,777 abstaining, with no broker non-votes. As of the September 2, 2025 record date, there were 9,825,883 shares outstanding, and a quorum was present with 6,830,691 shares represented. The adjournment proposal was not needed and was not voted.
The company later announced in a press release that shareholder and regulatory approvals for the merger had been obtained.
Investar Holding Corporation reports supplemental disclosures to the proxy statement for its proposed merger with Wichita Falls Bancshares, Inc., reflecting recent shareholder litigation and related updates.
The companies entered into the merger agreement on July 1, 2025, and the joint proxy/prospectus was mailed on September 23, 2025. Purported Investar stockholders filed two lawsuits in New York County on October 1, 2025, alleging negligent misrepresentation and concealment and seeking injunctive and rescissory relief. Investar states it believes the claims lack merit but will voluntarily provide the Supplemental Disclosures described here to reduce the risk of delay and litigation expense. The information speaks as of October 20, 2025.
Investar Holding Corporation (ISTR) furnished materials announcing its third quarter 2025 results. The company issued a press release and posted an earnings release and investor presentation, which include forward-looking statements with a related cautionary note. These materials are provided as Exhibit 99.1 and Exhibit 99.2 to a Form 8-K and, as stated under Item 2.02, are furnished rather than filed under the Exchange Act.
Investar Holding Corporation furnished an 8-K announcing it issued a press release reporting third quarter 2025 results and posted its earnings release and investor presentation on its website. The company noted the materials include forward-looking statements with a cautionary note outlining factors that could cause actual results to differ.
Copies of the documents were furnished as Exhibit 99.1 (earnings release for the quarter ended September 30, 2025) and Exhibit 99.2 (investor presentation), both dated October 20, 2025. The information is furnished, not filed, under the Exchange Act.