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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.
Investar Holding Corporation is registering 3,955,334 shares of its common stock for use in acquiring Wichita Falls Bancshares (WFB) in a stock-and-cash merger. WFB shareholders will receive this fixed pool of Investar shares plus $7.2 million in cash, allocated pro rata for each WFB share. Based on shares outstanding as of September 17, 2025, former WFB holders are expected to own about 28.70% of the combined company.
The deal will merge WFB into Investar, followed by a bank merger between First National Bank and Investar Bank. Both companies will hold special shareholder meetings on October 23–24, 2025, where approval of the merger proposals is required under supermajority voting standards. The transaction is subject to Federal Reserve and OCC approvals and is intended to qualify as a tax-free reorganization, with cash potentially taxable. WFB shareholders have dissenters’ rights under Texas law, and a $3.3 million termination fee may apply if WFB backs out under specified competing-offer scenarios.
Investar Holding Corporation is registering up to 1,547,603 shares of common stock issuable upon conversion of its 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock for resale by the named selling stockholders.
The company states it is not selling any shares under this prospectus and will not receive any proceeds from resales. The selling holders may offer shares from time to time in various methods described under the plan of distribution. The percentage calculations in the table are based on 9,825,883 shares outstanding as of August 10, 2025.