Investar Holding Corp. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Investar Holding Corporation on November 14, 2025. The filing serves to update financial and other information in a Final Prospectus regarding the merger of Wichita Falls Bancshares, Inc. ("WFB") with and into Investar. This update is required to comply with Rules 3-01 and 3-05 and Article 11 of Regulation S-X. The report references a private placement of 32,500 shares of 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock completed on June 30, 2025.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it incorporates by reference the following documents containing the detailed financial data:
- Unaudited consolidated financial statements of WFB as of September 30, 2025, and December 31, 2024 (Exhibit 99.1).
- Management's Discussion and Analysis (MD&A) for WFB for the nine months ended September 30, 2025, and 2024 (Exhibit 99.2).
- Unaudited pro forma combined condensed consolidated financial statements of Investar as of and for the nine months ended September 30, 2025 (Exhibit 99.3).
Material Changes
The primary material event is the merger of WFB with Investar. The filing updates the prospectus to reflect the most recent financial condition of WFB and the pro forma financial position of the combined entity. No specific quantitative changes versus prior periods are detailed in the text of this 8-K.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future outlook, or specific risk factors within the text provided. It strictly functions as a procedural update to incorporate financial exhibits into the existing prospectus for the WFB merger and the resale of common stock issuable upon conversion of the Series A Preferred Stock.
Investor Verification Checklist
- Review Exhibit 99.1 for WFB's actual financial performance for the nine months ended September 30, 2025.
- Analyze Exhibit 99.3 to understand the pro forma financial impact of the WFB merger on Investar.
- Verify the terms of the 6.5% Series A Preferred Stock issued in the June 2025 private placement.
- Confirm the status of the merger agreement between Investar and WFB.