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 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 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 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.
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.