Equibles

8-K

Investar Holding Corp (ISTR)

8-K 2025-11-14 For: 2025-11-14
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 14, 2025

Investar Holding Corporation

(Exact name of registrant as specified in its charter)

Louisiana 001-36522 27-1560715
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification No.)

10500 Coursey Boulevard

Baton Rouge , Louisiana 70816

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (225) 227-2222

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $1.00 par value per share ISTR The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On June 30, 2025, Investar Holding Corporation (“Investar”) entered into a Securities Purchase Agreement with certain institutional and other accredited investors relating to the sale by Investar in a private placement offering (the “Private Placement”) of an aggregate of 32,500 shares of its newly designated 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock (“Series A Preferred Stock”). In connection with the Private Placement, Investar agreed generally to register the resale of the common stock issuable upon conversion of the Series A Preferred (the “Resale”). On September 17, 2025, the registration statement with respect to the Resale was declared effective, and the final prospectus with respect to the Resale was filed with the Securities and Exchange Commission on September 18, 2025 (the “Final Prospectus”).  This Current Report on Form 8-K is being filed for the purpose of updating certain financial and other information contained in the Final Prospectus relating to Wichita Falls Bancshares, Inc. (“WFB”), and the merger of WFB with and into Investar, to comport, among other things, with Rules 3-01 and 3-05 and Article 11 of Regulation S-X, which information is incorporated by reference into the Final Prospectus.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired.
(i) The consolidated balance sheets of WFB as of September 30, 2025 (unaudited) and December 31, 2024, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the nine months ended September 30, 2025 and 2024, and the related notes, are included as Exhibit 99.1, which is incorporated herein by reference.
(ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the nine months ended September 30, 2025 and 2024, with respect to WFB, is included as Exhibit 99.2, which is incorporated herein by reference.
(b) Pro forma financial information.
(i) The unaudited pro forma combined condensed consolidated balance sheet of Investar as of September 30, 2025, and the unaudited pro forma combined condensed consolidated statement of income of Investar for the nine months ended September 30, 2025, are included as  Exhibit 99.3, which is incorporated herein by reference.
(c) Shell company transactions.
(i) Not applicable.
(d) Exhibits.
The following are filed as exhibits to this Current Report on Form 8-K:
Exhibit<br> Number Description of Exhibit
--- ---
99.1 Unaudited Consolidated Financial Statements of Wichita Falls Bancshares, Inc. as of and for the nine months ended September 30, 2025 and 2024.
99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the nine months ended September 30, 2025 and 2024, with respect to Wichita Falls Bancshares, Inc.
99.3 Unaudited Pro Forma Combined Condensed Consolidated Financial Statements as of and for the nine months ended September 30, 2025.
104 The cover page of Investar Holding Corporation’s Form 8-K is formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INVESTAR HOLDING CORPORATION
Date: November 14, 2025 By: /s/ John J. D’Angelo
John J. D’Angelo
President and Chief Executive Officer

ex_884270.htm

Exhibit 99.1

Unaudited Consolidated Financial Statements of Wichita Falls Bancshares, Inc. and Subsidiaries
Consolidated Balance Sheets at September 30, 2025 and December 31, 2024 1
Consolidated Statements of Income for the Nine Months ended September 30, 2025 and 2024 2
Consolidated Statements of Comprehensive Income for the Nine Months ended September 30, 2025 and 2024 3
Consolidated Statements of Change in Stockholders’ Equity for the Nine Months ended September 30, 2025 and 2024 4
Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2025 and 2024 5
Notes to Consolidated Financial Statements 7

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets

September 30, 2025 (Unaudited) and December 31, 2024

(in thousands, except per share data)

December 31, 2024
Assets
Cash and cash equivalents
Cash and due from banks 9,113 $ 25,191
Interest-bearing deposits 119,794 138,892
Total cash and equivalents 128,907 164,083
Debt securities available for sale, at fair value (amortized cost 54,806 and 59,429, net of allowance for credit losses of 0 and 0) 52,024 55,157
Debt securities held to maturity, net of allowance for credit losses of 0 and 0, (fair value 9/30/2025 - 365, 12/31/2024 - 501) 364 501
Restricted stock, at cost 4,676 12,686
Investment in unconsolidated subsidiary 278 279
Loans held-for-sale 433 1,999
Loans, net of allowance for credit losses of 10,640 and 10,815 as of September 30, 2025 and December 31, 2024, respectively 1,082,915 1,260,776
Premises and equipment, net 13,903 14,337
Accrued interest receivable 5,746 6,634
Bank-owned life insurance 13,636 13,606
Goodwill 4,379 4,379
Other intangible assets, net 813 948
Other assets 6,573 7,266
Total assets 1,314,647 $ 1,542,651
Liabilities
Deposits 1,110,928 $ 1,154,868
Federal funds purchased and repurchase agreements 1,784 2,302
Federal Home Loan Bank advances 30,096 205,189
Other borrowings 37,196 37,336
Subordinated debt 20,924 33,128
Allowance for credit losses on off-balance sheet credit exposures 1,746 1,746
Accrued interest payable 2,105 2,177
Other liabilities 7,660 8,671
Total liabilities 1,212,439 1,445,417
Stockholders' Equity
Common stock, par value 1 a share
Authorized - 1,000,000 shares; 620,912 shares issued and outstanding at September 30, 2025 and December 31, 2024 621 621
Capital surplus 33,277 33,277
Retained earnings 70,507 66,896
Accumulated other comprehensive loss (2,197 ) (3,560 )
Total stockholders' equity 102,208 97,234
1,314,647 $ 1,542,651

All values are in US Dollars.

See Notes to Consolidated Financial Statements

1

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income

Nine Months Ended September 30, 2025 and 2024 (Unaudited)

(in thousands, except per share data)

Nine Months Ended September 30,
2025 2024
Interest Income
Interest and fees on loans $ 54,685 $ 56,681
Interest on debt securities
Taxable 1,046 940
Tax-exempt 797 866
Interest on federal funds sold and interest-bearing deposits in banks 1,459 1,360
Total interest income 57,987 59,847
Interest Expense
Deposits 26,357 26,883
Federal funds purchased and repurchase agreements 20 26
Borrowed funds 6,720 8,959
Subordinated debt 541 617
Total interest expense 33,638 36,485
Net interest income 24,349 23,362
Provision for credit losses 164 1,560
Net interest income after provision for credit losses 24,185 21,802
Non-Interest Income
Service charges on deposit accounts 304 338
Mortgage loan sales/originations/processing 467 387
Loss on sale of securities - (440 )
Earnings on bank-owned life insurance 331 288
ATM/debit card interchange fees 559 603
Other 645 727
Total non-interest income 2,306 1,903
Non-Interest Expense
Salaries and employee benefits 10,710 12,289
Occupancy 1,773 2,057
Data processing 864 806
Director fees 402 410
Legal and professional fees 1,601 949
FDIC assessment 1,088 1,304
Mortgage expense 145 101
Telephone 386 374
Loss on sale of assets 1,913 -
Loss on sale of foreclosed assets 99 -
Amortization of intangibles 135 846
Other 2,958 3,255
Total non-interest expense 22,074 22,391
Income before income taxes 4,417 1,314
Income tax expense (benefit) 806 (2,069 )
Net Income $ 3,611 $ 3,383

See Notes to Consolidated Financial Statements

2

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Nine Months Ended September 30, 2025 and 2024 (Unaudited)

(in thousands, except per share data)

Nine Months Ended September 30,
2025 2024
Net Income $ 3,611 $ 3,383
Other Comprehensive Income
Unrealized holding gains arising during period on debt securities available for sale 1,489 686
Reclassification adjustment for losses included in net income - 440
Tax effect (126 ) 271
Net of tax 1,363 1,397
Other comprehensive gain, net 1,363 1,397
Comprehensive Income $ 4,974 $ 4,780

See Notes to Consolidated Financial Statements

3

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

Nine Months Ended September 30, 2025 and 2024 (Unaudited)

(in thousands, except per share data)

Accumulated
Other
Common Capital Retained Comprehensive Treasury
Stock Surplus Earnings (Loss) Stock Total
Balance at December 31, 2023 $ 592 $ 27,994 $ 61,098 $ (3,388 ) $ (1,305 ) $ 84,991
Net income - - 3,383 - - 3,383
Other comprehensive gain - - - 1,397 - 1,397
Treasury stock sold - 50 - - 52 102
Cash dividends - - (81 ) - - (81 )
Balance at September 30, 2024 $ 592 $ 28,044 $ 64,400 $ (1,991 ) $ (1,253 ) $ 89,792
Balance at December 31, 2024 $ 621 $ 33,277 $ 66,896 $ (3,560 ) $ - $ 97,234
Net income - - 3,611 - - 3,611
Other comprehensive gain - - - 1,363 - 1,363
Balance at September 30, 2025 $ 621 $ 33,277 $ 70,507 $ (2,197 ) $ - $ 102,208

See Notes to Consolidated Financial Statements

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Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2025 and 2024 (Unaudited)

(in thousands)

Nine Months Ended September 30,
2025 2024
Operating Activities
Net income $ 3,611 $ 3,383
Adjustments to reconcile net income to net cash provided by operating activities
Provision for credit losses 164 1,560
Depreciation 542 558
Amortization of core deposit intangibles 135 134
Net loss on sales of debt securities - 440
Net loss on sales of foreclosed assets 99 -
Net loss on sales of premises and equipment 25 -
Net loss on sales of loans 1,887 -
Deferred tax benefit (122 ) (122 )
Amortization of discounts and premiums on debt securities (1,229 ) (212 )
Earnings on bank-owned life insurance policies (412 ) (288 )
Changes in assets and liabilities
Net increase (decrease) in loans held-for-sale 1,566 (1,324 )
Accrued interest receivable 888 (456 )
Other assets (17 ) (623 )
Accrued interest payable (72 ) 111
Other liabilities (584 ) (1,171 )
Total adjustments 2,870 (1,393 )
Net Cash Provided by Operating Activities 6,481 1,990
Investing Activities
Proceeds from maturities, paydowns, and sales of debt securities available for sale 5,466 27,608
Proceeds from maturities and paydowns of debt securities held to maturity 137 130
Purchases of debt securities available for sale (1,104 ) (27,835 )
Proceeds from redemption of restricted stock 11,560 3,003
Purchases of restricted stock (3,550 ) (6,099 )
Increase (decrease) in loans, net 177,861 (87,427 )
Purchases of premises and equipment (134 ) (157 )
Net Cash Provided by (Used in) Investing Activities 190,236 (90,777 )

See Notes to Consolidated Financial Statements

5

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2025 and 2024 (Unaudited)

(in thousands)

Nine Months Ended September 30,
2025 2024
Financing Activities
Increase (decrease) in deposits (43,940 ) 36,550
Proceeds from FHLB advances 3,020,000 4,560,500
Repayments of FHLB advances (3,195,093 ) (4,506,590 )
Proceeds from subordinated debt - 8,700
Repayments of subordinated debt (12,203 ) -
Repayments of other borrowings (139 ) (177 )
Net change in fed funds purchased and repurchase agreements (518 ) (633 )
Dividends paid - (81 )
Net Cash (Used in) Provided by Financing Activities (231,893 ) 98,269
Net Change in Cash and Cash Equivalents (35,176 ) 9,482
Cash and Cash Equivalents, Beginning of Year 164,083 157,840
Cash and Cash Equivalents, End of Year $ 128,907 $ 167,322
Supplemental Schedule of Operating and Investing Activities
Interest paid $ 24,880 $ 36,374
Income taxes paid $ 2,420 $ 666

See Notes to Consolidated Financial Statements

6

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

Note 1 - Basis for Presentation and Summary of Significant Accounting Policies

The accompanying unaudited interim consolidated financial statements of Wichita Falls Bancshares, Inc. (Bancshares) and its wholly-owned subsidiaries, First National Bank (Bank) and 114 Dove LLC (which are referred to collectively herein as the Company), have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited interim consolidated financial statements and notes should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2024. In the opinion of management, all adjustments necessary for a fair presentation have been made and consist only of normal recurring adjustments. Interim results of operations are not necessarily indicative of results to be expected for the year.

Allowance for Credit Losses – Held to Maturity Securities

Management measures expected credit losses on held to maturity debt securities on a collective basis by major security type. Accrued interest receivable on held to maturity debt securities totaled approximately $0 at September 30, 2025 and December 31, 2024, and is excluded from the estimate of credit losses.

Allowance for Credit Losses – Available for Sale Securities

Accrued interest receivable on available for sale debt securities totaled approximately $313,000 and $529,000 at September 30, 2025 and December 31, 2024, respectively and is excluded from the estimate of credit losses.

Loans

Accrued interest receivable totaled approximately $5,433,000 and $6,104,000 at September 30, 2025 and December 31, 2024, respectively, and is reported in accrued interest receivable on the consolidated balance sheets and is excluded from the estimate of credit losses.

Subsequent Events

The Company has evaluated subsequent events through November 14, 2025, the date which the consolidated financial statements were available to be issued.

7

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

Note 2 - Debt Securities

The following tables summarize the Company’s available for sale and held to maturity debt securities at September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025
Gross Gross Allowance
Amortized Unrealized Unrealized for Fair
Cost Gains Losses Credit Losses Value
Available for sale
Obligations of states and municipal subdivisions $ 27,546 $ - $ (2,809 ) $ - $ 24,737
Mortgage-backed securities 14,387 208 (280 ) - 14,315
Collateralized mortgage obligations 11,873 191 (89 ) - 11,975
Corporate bonds 1,000 - (3 ) - 997
Total available for sale $ 54,806 $ 399 $ (3,181 ) $ - $ 52,024
Gross Gross Allowance
Amortized Unrecognized Unrecognized Fair for
Cost Gains Losses Value Credit Losses
Held to maturity
Obligations of states and municipal subdivisions $ 364 $ 1 $ - $ 365 $ -
Total held to maturity $ 364 $ 1 $ - $ 365 $ -
December 31, 2024
--- --- --- --- --- --- --- --- --- --- --- ---
Amortized<br><br> <br>Cost Gross<br><br> <br>Unrealized<br><br> <br>Gains Gross<br><br> <br>Unrealized<br><br> <br>Losses Allowance<br><br> <br>for<br><br> <br>Credit Losses Fair<br><br> <br>Value
Available for sale
Obligations of states and municipal subdivisions $ 28,659 $ - $ (3,278 ) $ - $ 25,381
Mortgage-backed securities 16,367 - (689 ) - 15,678
Collateralized mortgage obligations 13,403 16 (293 ) - 13,126
Corporate bonds 1,000 - (28 ) - 972
Total available for sale $ 59,429 $ 16 $ (4,288 ) $ - $ 55,157
Amortized<br><br> <br>Cost Gross<br><br> <br>Unrecognized<br><br> <br>Gains Gross<br><br> <br>Unrecognized<br><br> <br>Losses Fair<br><br> <br>Value Allowance<br><br> <br>for<br><br> <br>Credit Losses
--- --- --- --- --- --- --- --- --- --- ---
Held to maturity
Obligations of states and municipal subdivisions $ 501 $ - $ - $ 501 $ -
Total held to maturity $ 501 $ - $ - $ 501 $ -

8

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

The amortized cost and fair value of debt securities at September 30, 2025, by contractual maturity, are shown below (in thousands). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized Fair
Cost Value
Available-for-sale
One year or less $ 265 $ 263
After one year through five years 18,907 18,837
After five years through ten years 16,764 16,504
After ten years 18,870 16,420
Total $ 54,806 $ 52,024
Held-to-maturity
One year or less $ 69 $ 69
After five years through ten years 295 296
Total $ 364 $ 365

There were no sales of available for sale debt securities during the nine months ended September 30, 2025. There were sales of available for sale debt securities of approximately $20,858,000 during the nine months ended September 30, 2024. There were losses of approximately $440,000 on those sales.

Debt securities available for sale with a fair value of approximately $31,471,000 and $21,017,000 at September 30, 2025 and December 31, 2024, respectively, were pledged to secure public deposits, repurchase agreements, and for other purposes required or permitted by law.

Unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2025 are summarized as follows (in thousands):

Continuous Unrealized Continuous Unrealized
Losses Existing for Less Losses Existing for 12
Than 12 Months Months or Greater Total
Gross Gross Gross
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
September 30, 2025
Obligations of states and municipal subdivisions $ - $ - $ 23,731 $ (2,809 ) $ 23,731 $ (2,809 )
Mortgage-backed securities 1,326 (15 ) 3,947 (265 ) 5,273 (280 )
Collateralized mortgage obligations - - 1,091 (89 ) 1,091 (89 )
Corporate bonds - - 997 (3 ) 997 (3 )
Total available for sale $ 1,326 $ (15 ) $ 29,766 $ (3,166 ) $ 31,092 $ (3,181 )

There were no unrealized losses on held to maturity securities for the nine months ended September 30, 2025 or 2024.

There was no allowance for credit losses established for held to maturity or available for sale securities at September 30, 2025 or December 31, 2024.

9

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

Note 3 - Loans and Allowance for Credit Losses

A summary of loans by major category at September 30, 2025 and December 31, 2024 are as follows (in thousands):

September 30, December 31,
2025 2024
Commercial $ 80,177 $ 86,573
Equipment finance leases 78 96
Commercial real estate 794,977 892,331
Residential real estate 212,348 285,242
Consumer 5,975 7,349
1,093,555 1,271,591
Less allowance for credit losses (10,640 ) (10,815 )
Loans, net $ 1,082,915 $ 1,260,776

The following table presents the activity in the allowance for credit losses by portfolio segment for the nine months ended September 30, 2025 and year ended December 31, 2024 (in thousands):

September 30, 2025
Equipment Commercial Residential
Commercial Finance Leases Real Estate Real Estate Consumer Total
Allowance for Credit Losses
Balance, beginning of period $ (113 ) $ - $ 2,411 $ 8,517 $ - $ 10,815
Charge-offs (218 ) - - (179 ) (19 ) (416 )
Recoveries 53 - 1 - 24 78
Provisions for credit losses 1,746 - (1,661 ) (80 ) 158 163
Balance, end of period $ 1,468 $ - $ 751 $ 8,258 $ 163 $ 10,640
December 31, 2024
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Equipment Commercial Residential
Commercial Finance Leases Real Estate Real Estate Consumer Total
Allowance for Credit Losses
Balance, beginning of period $ 878 $ - $ 1,246 $ 8,141 $ 73 $ 10,338
Reallocation of ACL for off-balance sheet credit exposures - - - 100 - 100
Charge-offs (1,189 ) - - (96 ) (89 ) (1,374 )
Recoveries 85 - - - 6 91
Provisions for credit losses 113 - 1,165 372 10 1,660
Balance, end of period $ (113 ) $ - $ 2,411 $ 8,517 $ - $ 10,815

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Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

In addition to the allowance for credit losses on loans, the Company has established an allowance for credit losses on off-balance sheet exposures of approximately $1,746,000 at September 30, 2025 and at December 31, 2024. The following table presents the activity in the allowance for credit losses on off-balance sheet exposures for the nine months ended September 30, 2025 and 2024.

Nine Months ended Nine Months ended
September 30, 2025 September 30, 2024
Balance, beginning of period $ 1,746 $ 1,846
Balance, end of year $ 1,746 $ 1,846

Credit Quality Indicators

The following tables present the Company’s loan portfolio by credit quality classification and original year (in thousands) at September 30, 2025 and December 31, 2024:

Term Loans Amortized Cost Basis by Origination Year
Revolving
Loans Amortized
2025 2024 2023 2022 2021 Prior Cost Basis Total
As of September 30, 2025
Commercial:
Pass $ 15,002 $ 9,746 $ 11,733 $ 26,902 $ 5,280 $ 8,170 $ - $ 76,833
Special Mention 80 - 674 1,304 - 788 - 2,846
Substandard - - 372 101 25 - - 498
Doubtful - - - - - - - -
Total commercial loans $ 15,082 $ 9,746 $ 12,779 $ 28,307 $ 5,305 $ 8,958 $ - $ 80,177
Current period gross charge-offs $ - $ - $ 74 $ 55 $ 72 $ 17 $ - $ 218
Equipment finance leases:
Pass $ 78 $ - $ - $ - $ - $ - $ - $ 78
Special Mention - - - - - - - -
Substandard - - - - - - - -
Doubtful - - - - - - - -
Total equipment finance leases $ 78 $ - $ - $ - $ - $ - $ - $ 78
Current period gross charge-offs $ - $ - $ - $ - $ - $ - $ - $ -
Commercial real estate:
Pass $ 6,638 $ 20,541 $ 103,786 $ 324,955 $ 222,887 $ 110,606 $ - $ 789,413
Special Mention - - - 24 44 1,478 - 1,546
Substandard 798 - - 3,220 - - - 4,018
Doubtful - - - - - - - -
Total commercial real estate loans $ 7,436 $ 20,541 $ 103,786 $ 328,199 $ 222,931 $ 112,084 $ - $ 794,977
Current period gross charge-offs $ - $ - $ - $ - $ - $ - $ - $ -
Residential real estate:
Pass $ 21,688 $ 99,924 $ 45,017 $ 38,034 $ 3,470 $ - $ - $ 208,133
Special Mention - - - - - - - -
Substandard - - 3,513 702 - - - 4,215
Doubtful - - - - - - - -
Total residential real estate loans $ 21,688 $ 99,924 $ 48,530 $ 38,736 $ 3,470 $ - $ - $ 212,348
Current period gross charge-offs $ - $ - $ - $ 179 $ - $ - $ - $ 179
Consumer:
Pass $ 1,793 $ 2,112 $ 961 $ 549 $ 180 $ 277 $ - $ 5,872
Special Mention - - - - - - - -
Substandard - 62 35 - 2 4 - 103
Doubtful - - - - - - - -
Total consumer loans $ 1,793 $ 2,174 $ 996 $ 549 $ 182 $ 281 $ - $ 5,975
Current period gross charge-offs $ - $ 9 $ - $ 6 $ - $ 4 $ - $ 19

11

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

Term Loans Amortized Cost Basis by Origination Year
Revolving
Loans Amortized
2024 2023 2022 2021 Prior Cost Basis Total
At December 31, 2024
Commercial:
Pass $ 24,692 $ 16,642 $ 20,842 $ 5,614 $ 4,255 $ 10,689 $ 82,734
Special Mention 471 758 1,376 - - 100 2,705
Substandard 49 127 203 32 - - 411
Doubtful - 723 - - - - 723
Total commercial loans $ 25,212 $ 18,250 $ 22,421 $ 5,646 $ 4,255 $ 10,789 $ 86,573
Current period gross charge-offs $ - $ 626 $ 366 $ 128 $ 68 $ 1 $ 1,189
Equipment finance leases:
Pass $ 87 $ - $ - $ 9 $ - $ - $ 96
Special Mention - - - - - - -
Substandard - - - - - - -
Doubtful - - - - - - -
Total equipment finance leases $ 87 $ - $ - $ 9 $ - $ - $ 96
Current period gross charge-offs $ - $ - $ - $ - $ - $ - $ -
Commercial real estate:
Pass $ 41,234 $ 184,982 $ 424,222 $ 93,132 $ 121,241 $ 5,166 $ 869,977
Special Mention - - 718 80 15,718 - 16,516
Substandard - 835 4,490 - 56 457 5,838
Doubtful - - - - - - -
Total commercial real estate loans $ 41,234 $ 185,817 $ 429,430 $ 93,212 $ 137,015 $ 5,623 $ 892,331
Current period gross charge-offs $ - $ - $ - $ - $ - $ - $ -
Residential real estate:
Pass $ 87,359 $ 108,407 $ 78,824 $ 9,531 $ - $ - $ 284,121
Special Mention - - - 357 - - 357
Substandard - - 764 - - - 764
Doubtful - - - - - - -
Total residential real estate loans $ 87,359 $ 108,407 $ 79,588 $ 9,888 $ - $ - $ 285,242
Current period gross charge-offs $ - $ - $ 55 $ 41 $ - $ - $ 96
Consumer:
Pass $ 4,023 $ 1,497 $ 1,043 $ 287 $ 453 $ - $ 7,303
Special Mention - - - - - - -
Substandard - 19 27 - - - 46
Doubtful - - - - - - -
Total consumer loans $ 4,023 $ 1,516 $ 1,070 $ 287 $ 453 $ - $ 7,349
Current period gross charge-offs $ 7 $ 33 $ 5 $ 43 $ 1 $ - $ 89

12

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 89 days still accruing at September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025
Nonaccrual Loans Past
With No Due Over
Allowance 89 Days
for Credit Loss Nonaccrual Still Accruing
Commercial $ 86 $ 160 $ 42
Commercial real estate 338 338 -
Residential real estate 798 5,631 46
Consumer - 104 -
Total $ 1,222 $ 6,233 $ 88
December 31, 2024
--- --- --- --- --- --- ---
Nonaccrual With No<br><br> <br>Allowance for Credit Loss Nonaccrual Loans Past Due Over<br><br> <br>89 Days Still Accruing
Commercial $ 103 $ 424 $ 87
Equipment finance leases - 6 -
Commercial real estate 1 1 -
Residential real estate 2,410 6,630 837
Consumer 39 46 4
Total $ 2,553 $ 7,107 $ 928

The Company recognized approximately $12,000 and $158,000 of interest income on nonaccrual loans during the nine months ended September 30, 2025 and December 31, 2024, respectively.

The following table presents the amortized cost basis of collateral-dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related allowance for credit loss allocated to these loans at September 30, 2025 and December 31, 2024:

September 30, 2025
Collateral Type
Real Estate Equipment Other Total ACL
Commercial $ - $ 160 $ - $ 160 $ 35
Equipment finance leases - - - - -
Commercial real estate 338 - - 338 -
Residential real estate 5,632 - - 5,632 639
Consumer - - 103 103 20
Total $ 5,970 $ 160 $ 103 $ 6,233 $ 694
December 31, 2024
--- --- --- --- --- --- --- --- --- --- ---
Collateral Type
Real Estate Equipment Other Total ACL
Commercial $ - $ 45 $ 379 $ 424 $ 157
Equipment finance leases - 6 - 6 -
Commercial real estate 1 - - 1 -
Residential real estate 6,630 - - 6,630 455
Consumer - - 46 46 7
Total $ 6,631 $ 51 $ 425 $ 7,107 $ 619

13

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

The following table presents the aging of the amortized cost basis in past due loans at September 30, 2025 and December 31, 2024 by class of loans (in thousands):

30 - 89 Days Over 89 Days Total Loans Not
Past Due Past Due Past Due Past Due Total
September 30, 2025
Commercial $ 864 $ 42 $ 906 $ 79,271 $ 80,177
Consumer 124 - 124 5,851 5,975
Equipment finance leases 126 - 126 (48 ) 78
Commercial real estate 424 - 424 794,553 794,977
Residential real estate 2,646 46 2,692 209,656 212,348
$ 4,184 $ 88 $ 4,272 $ 1,089,283 $ 1,093,555
30 - 89 Days Over 89 Days Total Loans Not
--- --- --- --- --- --- --- --- --- --- --- ---
Past Due Past Due Past Due Past Due Total
December 31, 2024
Commercial $ 434 $ 87 $ 521 $ 86,052 $ 86,573
Consumer 257 4 261 7,088 7,349
Equipment finance leases 213 - 213 (117 ) 96
Commercial real estate 740 - 740 891,591 892,331
Residential real estate 5,259 837 6,096 279,146 285,242
$ 6,903 $ 928 $ 7,831 $ 1,263,760 $ 1,271,591

There were no modifications of loans to borrowers experiencing financial difficulty that occurred during the nine months ended September 30, 2025 or 2024, and no previously modified loans defaulted during the nine months ended September 30, 2025 or 2024. The Company has made no commitments to lend additional funds on modified loans to borrowers experiencing financial difficulty.

The Company has not purchased any loans during the nine months ended September 30, 2025 or 2024. The Company sold approximately $136,391,000 and $0 in mortgage loans for the nine months ended September 30, 2025 and 2024, respectively.

Note 4 -     Deposits

The carrying amount of deposits at September 30, 2025 and December 31, 2024 are as follows (in thousands):

December 31,
2024
Non-interest bearing demand accounts 208,099 $ 217,335
Interest-bearing checking accounts 69,888 71,721
Limited access money market accounts 394,781 402,104
Savings accounts 27,382 25,511
Brokered CDs - 70,000
Time deposits, less than 250 236,529 229,240
Time deposits, 250 and greater 174,249 138,957
Total deposits 1,110,928 $ 1,154,868

All values are in US Dollars.

14

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

At September 30, 2025, maturities of time deposits for the current and each of the next four years are (in thousands):

Certificates of Brokered
Deposits CDs
2025 $ 150,580 $ -
2026 240,561 -
2027 14,176 -
2028 4,475 -
2029 836 -
Thereafter 150 -
$ 410,778 $ -

Deposits from stockholders, officers and directors of the Company amounted to approximately $9,317,000 and $7,335,000 at September 30, 2025 and December 31, 2024, respectively. The amounts are included in various interest-bearing and non-interest-bearing deposit accounts.

Note 5 -     Advances from Federal Home Loan Bank and Other Borrowings

As part of its management of interest rate risk, the Company periodically borrows from the Federal Home Loan Bank (FHLB). These advances are at fixed interest rates and are used as a source of funds from which the Company makes fixed rate mortgage loans. These advances are collateralized by a blanket lien on qualifying mortgage loans totaling approximately $483,278,000 and $552,791,000 at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025 and December 31, 2024, the Company had approximately $444,165,000 and $336,584,000 available for additional borrowings under this line of credit, respectively.

The Company also occasionally pledges standby FHLB letters of credit for municipalities in lieu of pledging debt securities. The balances were $9,000,000 and $11,000,000 at September 30, 2025 and December 31, 2024, respectively.

At September 30, 2025 and December 31, 2024, the Company had varying short-term and long-term advances outstanding with principal due at maturity and interest due monthly. The Bank had short-term advances from FHLB of $30,096,000 and $205,000,000 at September 30, 2025 and December 31, 2024, respectively.

The Bank had no long-term advances from FHLB at September 30, 2025 and $189,000 at December 31, 2024.

FHLB borrowings consisted of various variable rate advances at September 30, 2025 and December 31, 2024 as follows (in thousands):

September 30, 2025 December 31, 2024
Aggregate Weighted Aggregate Weighted
Advance Interest Average Advance Interest Average
Amounts Rates Rate Amounts Rates Rate
$ 30,096 3.605% - 4.5 % 4.43 % $ 205,189 1.395% - 4.65 % 4.31 %

In addition to FHLB advances, the Company has 2 term notes from a financial institution. Outstanding borrowings on the notes totaled $32,000,000 at September 30, 2025 and December 31, 2024.

The Company also entered into a construction loan agreement with a financial institution. The fixed interest rate is set at 3.25 percent and the note is secured by a deed of trust for Lot 1, Block 1, La Paloma Addition in Southlake, TX. Principal and interest are due monthly and the note matures on October 30, 2029. At September 30, 2025 and December 31, 2024, outstanding borrowings totaled approximately $5,243,000 and $5,336,000, respectively.

15

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

The contractual maturities of short-term and long-term debt are as follows (in thousands):

Years ending December 31,
2025 $ 35,645
2026 1,431
2027 1,845
2028 2,406
Thereafter 25,965
$ 67,292

Note 6 -     Securities Sold Under Agreements to Repurchase

Repurchase agreements are secured borrowings. These repurchase agreements have carrying values of approximately $2,374,000 and $2,302,000 at September 30, 2025 and December 31, 2024, respectively. The Company pledges investment securities to secure those borrowings. Securities sold under agreements to repurchase are secured by securities with a carrying amount of $2,531,000 and $2,545,000 at September 30, 2025 and December 31, 2024, respectively.

Note 7 -     Convertible Subordinated Debt

At September 30, 2025, the Company had outstanding an aggregate of $12,204,000 in convertible subordinated notes. There were no notes converted into shares of common stock during the nine months ended September 30, 2025.

Note 8 -     Short-Term Borrowings

In addition to the borrowing capacity at FHLB, the Company has established $30,000,000 in unsecured lines of credit for overnight purchase of federal funds. These lines may be cancelled without any prior notification. At September 30, 2025 and December 31, 2024, there were no outstanding balances.

Note 9 -   Off-Balance-Sheet Activities

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

At September 30, 2025 and December 31, 2024, the amounts of these financial instruments were as follows (in thousands):

September 30, December 31,
2025 2024
Financial instruments whose contract amounts represent credit risks
Commitments to extend credit and unfunded commitments $ 86,461 $ 207,668
Standby letters of credit 839 727

16

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

Note 10 -   Employee Benefit Plans

The Company maintains several individually designed supplemental deferred compensation agreements which provide a deferred compensation benefit payable at retirement or death. The liability under the agreements is recorded based upon the present value of the deferred compensation benefits. At September 30, 2025 and December 31, 2024, the Company’s accrued liability under the agreements totaled approximately $3,496,000and $3,562,000, respectively. Deferred compensation expense of approximately $0 and $246,000 was recorded for the nine months ended September 30, 2025 and 2024, respectively. The Company has purchased life insurance policies to fund the benefits payable pursuant to the agreements. The Company is owner and beneficiary of the life insurance policies with aggregate death benefits of approximately $27,848,000 and $27,980,000 at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025 and December 31, 2024, the life insurance policies have cash surrender values of approximately $13,636,000 and $13,606,000, respectively.

Note 11 -   Regulatory Matters

At September 30, 2025 and December 31, 2024, the Bank’s actual and required capital amounts and ratios were as follows (dollars in thousands):

Minimum Required Required to be Well
for Capital Capitalized
Minimum Required Adequacy Purposes under the Prompt
for Capital including Capital Corrective Action
Actual Adequacy Purposes Conservation Buffer Provisions
Amount Ratio Amount Ratio Amount Ratio Amount Ratio
As of September 30, 2025
Common Equity Tier 1 (to risk-weighted assets) $ 142,198 17.27 % $ 37,047 4.50 % $ 57,629 7.00 % $ 53,513 6.50 %
Total capital (to risk- weighted assets) $ 152,515 18.53 % $ 65,862 8.00 % $ 86,444 10.50 % $ 82,327 10.00 %
Tier 1 capital (to risk-weighted assets) $ 142,198 17.27 % $ 49,396 6.00 % $ 69,978 8.50 % $ 65,862 8.00 %
Tier 1 capital (to average weighted assets) $ 142,198 11.04 % $ 32,931 4.00 % $ 32,931 4.00 % $ 41,164 5.00 %
As of December 31, 2024
Common Equity Tier 1 (to risk-weighted assets) $ 146,028 14.33 % $ 45,844 4.50 % $ 71,313 7.00 % $ 66,220 6.50 %
Total capital (to risk- weighted assets) $ 158,589 15.57 % $ 81,501 8.00 % $ 106,970 10.50 % $ 101,876 10.00 %
Tier 1 capital (to risk-weighted assets) $ 146,028 14.33 % $ 61,126 6.00 % $ 86,595 8.50 % $ 81,501 8.00 %
Tier 1 capital (to average weighted assets) $ 146,028 10.32 % $ 40,751 4.00 % $ 40,751 4.00 % $ 50,938 5.00 %

17

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

Note 12 -   Fair Value of Financial Instruments

Fair Value Measurements

The following table summarizes financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):

Level 1 Level 2 Level 3 Total Fair
Inputs Inputs Inputs Value
September 30, 2025
Available for sale
Obligations of states and municipal subdivisions $ - $ 24,737 $ - $ 24,737
Mortgage-backed securities - 14,315 - 14,315
Collateralized mortgage obligations - 11,975 - 11,975
Corporate bonds - 997 - 997
Totals $ - $ 52,024 $ - $ 52,024
December 31, 2024
Available for sale
Obligations of states and municipal subdivisions $ - $ 25,381 $ - $ 25,381
Mortgage-backed securities - 15,678 - 15,678
Collateralized mortgage obligations - 13,126 - 13,126
Corporate bonds - 972 - 972
Loans held-for-sale - 1,999 - 1,999
Totals $ - $ 57,156 $ - $ 57,156

The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements in accordance with generally accepted account principles. Fair values of assets measured on a nonrecurring basis at September 30, 2025 and December 31, 2024 were as follows (in thousands):

Level 1 Level 2 Level 3 Total Fair
Inputs Inputs Inputs Value
September 30, 2025
Collateral dependent loans $ - $ - $ 5,539 $ 5,539
$ - $ - $ 5,539 $ 5,539
December 31, 2024
Collateral dependent loans $ - $ - $ 6,488 $ 6,488
$ - $ - $ 6,488 $ 6,488

The allowance for credit losses for collateral dependent loans are determined based on the fair value of collateral method. Under the fair value of collateral method, the allowance for credit loss is equal to the difference between the carrying value of the loan and the fair value of the collateral less estimated selling costs. The resulting fair value measurement is disclosed in the nonrecurring hierarchy table. Where estimates of fair value used for other collateral supporting commercial loans are based on assumptions not observable in the marketplace, such valuations have been classified as Level 3.

18

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or are measured at fair value on a non-recurring basis (in thousands):

September 30, 2025
Carrying Total
Value Fair Value Level 1 Level 2 Level 3
Financial assets
Cash and due from banks $ 9,113 $ 9,113 $ 9,113 $ - $ -
Interest bearing deposits in banks 119,794 119,794 119,794 - -
Debt securities available for sale 52,024 52,024 - 52,024 -
Debt securities held to maturity 364 364 - 364 -
Loans, net 1,082,915 1,051,933 - - 1,051,933
Interest receivable 5,746 5,746 - - 5,746
Financial liabilities
Deposits $ 1,110,928 $ 1,036,674 $ - $ - $ 1,036,674
Federal funds and repurchase agreements 1,784 1,784 - - 1,784
Federal Home Loan Bank advances 30,096 30,096 - - 30,096
Other borrowings 37,196 37,196 - - 37,196
Subordinated debentures 20,924 20,924 - 20,924 -
Interest payable 2,105 2,105 - - 2,105
December 31, 2024
--- --- --- --- --- --- --- --- --- --- ---
Carrying Total
Value Fair Value Level 1 Level 2 Level 3
Financial assets
Cash and due from banks $ 25,191 $ 25,191 $ 25,191 $ - $ -
Interest bearing deposits in banks 138,892 138,892 138,892 - -
Debt securities available for sale 55,157 55,157 - 55,157 -
Debt securities held to maturity 501 501 - 501 -
Loans held-for-sale 1,999 1,942 - 1,942 -
Loans, net 1,260,776 1,224,705 - - 1,224,705
Interest receivable 6,634 6,634 - - 6,634
Financial liabilities
Deposits $ 1,154,868 $ 1,077,677 $ - $ - $ 1,077,677
Federal funds and repurchase agreements 2,302 2,302 - - 2,302
Federal Home Loan Bank advances 205,189 205,189 - - 205,189
Other borrowings 37,336 37,336 - - 37,336
Subordinated debentures 33,128 33,128 - 33,128 -
Interest payable 2,177 2,177 - - 2,177

Note 13 - Income Taxes

Income tax expense at September 30, 2025 was as follows:

Current expense $ 1,056
Deferred benefit (250 )
Total $ 806

19

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

Note 14– Parent Company Only Condensed Financial Information

Condensed financial information of Wichita Falls Bancshares, Inc., on a parent company only basis, follows:

CONDENSED BALANCE SHEETS
September 30, December 31,
2025 2024
Assets
Cash and cash equivalents $ 7,174 $ 11,391
Investment in subsidiaries 147,425 150,011
Other assets 540 1,022
Total assets $ 155,139 $ 162,424
Liabilities and equity
Debt $ 52,924 $ 65,128
Accrued expenses and other liabilities 7 62
Shareholders' equity 102,208 97,234
Total liabilities and shareholders' equity $ 155,139 $ 162,424
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
--- --- --- --- --- --- ---
Nine Months ended September 30,
2025 2024
Dividends from subsidiaries $ 12,546 $ 50
Other income 16 19
Interest expense (4,223 ) (3,611 )
Other expense (302 ) (5 )
Loss before income tax and undistributed subsidiary income 8,037 (3,547 )
Income tax benefit 489 -
Equity in undistributed subsidiary income (4,915 ) 6,930
Net income $ 3,611 $ 3,383
Comprehensive income $ 4,974 $ 4,780

20

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2025 and 2024 (Unaudited)

CONDENSED STATEMENTS OF CASH FLOWS
Nine Months ended September 30,
2025 2024
Operating Activities
Net income $ 3,611 $ 3,383
Adjustments:
Equity in undistributed subsidiary income 4,914 (6,930 )
Change in other assets 485 5
Change in other liabilities (58 ) (115 )
Net cash from operating activities 8,952 (3,657 )
Financing Activities
Proceeds from subordinated debt - 8,700
Repayments of subordinated debt (12,203 ) -
Paid in capital (966 ) (6,500 )
Dividends paid - (81 )
Net cash from financing activities (13,169 ) 2,119
Net change in cash and cash equivalents (4,217 ) (1,538 )
Beginning cash and cash equivalents 11,391 14,168
Ending cash and cash equivalents $ 7,174 $ 12,630

Note 15 - Earnings Per Share

The factors used in the earnings per share computation follow:

Nine Months ended
September 30,
2025 2024
Net Income $ 3,611 $ 3,383
Average Shares 620,912 575,889
Earnings per common share $ 5.82 $ 5.88

21

ex_886137.htm

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS OF WICHITA FALLS BANCSHARES, INC.

AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

The following discussion and analysis is to focus on material changes in the financial condition and results of operation of WFB over the indicated periods. This discussion and analysis is intended to highlight and supplement information presented elsewhere in the consolidated financial statements and related notes. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that management believes are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. Neither WFB nor Investar assumes any obligation to update any of these forward-looking statements.

Results of Operations

Performance Summary

For the nine months ended September 30, 2025, net income available to common shareholders was $3.61 million, or $5.82 per basic common share and $5.21 per diluted common share, compared to net income available to common shareholders of $3.38 million, or $5.88 per basic common share and $4.27 per diluted common share, for the same period in 2024. Holding company return to common shareholders on average assets increased to 0.35% for the nine months ended September 30, 2025 from 0.32% for the nine months ended September 30, 2024. Return to common shareholders on average common equity decreased to 4.79% for the nine months ended September 30, 2025, as compared to 5.09% for the same period in 2024.

Net Interest Income

For the nine months ended September 30, 2025, net interest income totaled $24.35 million, and net interest margin and net interest spread were 2.45% and 1.72%, respectively. For the nine months ended September 30, 2024, net interest income totaled $23.36 million and net interest margin and net interest spread were 2.31% and 1.56%, respectively. The average yield on the loan portfolio was 5.93%, for the nine months ended September 30, 2025, compared to 6.00% for the nine months ended September 30, 2024, and the average yield on total interest-earning assets was 5.82% for the nine months ended September 30, 2025, compared to 5.91% for the same period in 2024. For the nine months ended September 30, 2025, overall cost of funds (which includes noninterest-bearing deposits) decreased 19 basis points compared to the nine months ended September 30, 2024, primarily due to the decline in market interest rates since the last half of 2024, paying off FHLB advances and the repricing of MM and CD portfolios.

The following table presents, for the periods indicated, an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities, the average amounts outstanding and the interest earned or paid on such amounts. The table also sets forth the average rate earned on interest-earning assets, the average rate paid on interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as nonaccrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the periods shown, interest income not recognized on nonaccrual loans was not material. Any nonaccrual loans have been included in the table as loans carrying a zero yield. The average total loans reflected below is net of deferred loan fees and discounts. Acquired loans were recorded at fair value at acquisition and accrete interest income over the remaining lives of the respective loans or expected cash flows. Averages presented in the table below, and throughout this report, are month-end averages. All dollars shown in the following table are presented in thousands.

1

Nine Months Ended September 30,
2025 2024
Average **** **** Yield/ Average **** **** Yield/
Balance Interest Rate Balance Interest Rate
Assets: **** **** **** **** **** **** **** **** **** **** **** **** **** ****
Interest-earning assets
Total loans $ 1,230,574 $ 54,685 5.93 % $ 1,259,382 $ 56,681 6.00 %
Debt securities 54,065 1,843 4.55 58,282 1,806 4.13
Interest-bearing deposits in banks 42,739 1,459 4.55 31,942 1,360 5.68
Total interest-earning assets 1,327,378 57,987 5.82 1,349,606 59,847 5.91
Noninterest-earning assets 56,628 55,229
Total assets $ 1,384,006 $ 1,404,835
Liabilities & Stockholders’ Equity: **** **** **** **** **** **** **** **** **** **** **** **** **** ****
Interest-bearing liabilities
Demand, savings and money market deposits $ 507,592 $ 12,224 3.21 % $ 465,447 $ 12,075 3.46 %
Time deposits 438,444 14,133 4.30 424,025 14,808 4.66
Federal funds purchased and repurchase agreements 2,188 20 1.22 2,730 26 1.27
Federal Home Loan Bank advances 78,797 2,727 4.61 147,915 5,819 5.25
Other borrowings 37,243 3,993 14.30 37,442 3,140 11.18
Subordinated debt 29,059 541 2.48 40,112 617 2.05
Total interest-bearing liabilities 1,093,323 33,638 4.10 1,117,671 36,485 4.35
Noninterest-bearing liabilities
Noninterest-bearing deposits 175,995 189,833
Other liabilities 14,182 8,782
Total noninterest-bearing liabilities 190,177 198,615
Stockholders’ equity: 100,506 88,549
Total liabilities and stockholders’ equity $ 1,384,006 $ 1,404,835
Net interest income $ 24,349 $ 23,362
Net interest spread 1.72 % 1.56 %
Net interest margin 2.45 % 2.31 %

(1)         Average loan balances include nonaccrual loans and loans held for sale.

(2)         Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(3)         Net interest margin is equal to net interest income divided by average interest-earning assets.

2

The following table presents information regarding the dollar amount of changes in interest income and interest expense for the periods indicated for each major component of interest-earning assets and interest-bearing liabilities, and distinguishes between the changes attributable to changes in volume and changes attributable to changes in interest rates. Changes attributable to both rate and volume that cannot be segregated have been allocated to rate.

Nine Months Ended September 30, 2025 over 2024
Change Due To: **** **** ****
Volume Rate Total
(Dollars in thousands)
Interest-Earning Assets:
Loans $ (1,253 ) $ 393 $ (860 )
Debt securities (85 ) 119 34
Interest-bearing balances 459 (359 ) 100
Other assets 13 (1,147 ) (1,134 )
Total increase in interest income (1,860 )
Liabilities:
NOW, Savings, MMA 1,429 (1,281 ) 148
Time deposits 365 (1,041 ) (676 )
FHLB advances (2,724 ) (372 ) (3,096 )
Notes payable 197 — 197
Subordinated debt 580 — 580
Total increase in interest expense (2,847 )
Increase in net interest income $ 987

Provision for Credit Losses

WFB’s provision for credit losses is a charge to income in order to bring its allowance for credit losses to a level deemed appropriate by management. The provision expense for credit losses was $164 thousand for the nine months ended September 30, 2025, compared with $1.7 million the year ended December 31, 2024.

Noninterest Income

The following table presents, for the periods indicated, the major categories of noninterest income:

Nine Months Ended September 30, Increase
2025 2024 (Decrease)
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts $ 304 $ 338 $ (34 )
Mortgage loan sales/originations/processing 467 387 80
Loss on sale of securities — (440 ) 440
Earnings on bank-owned life insurance 331 288 43
ATM/debit card interchange fees 559 603 (44 )
Other 645 727 (82 )
Total noninterest income $ 2,306 $ 1,903 $ 403

Noninterest Expense

The following table presents, for the periods indicated, the major categories of noninterest expense:

Nine Months Ended September 30, Increase
2025 2024 (Decrease)
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits $ 10,710 $ 12,289 $ (1,579 )
Occupancy 1,773 2,057 (284 )
Data processing 864 806 58
Director fees 402 410 (8 )
Legal and professional fees 1,601 949 652
FDIC assessment 1,088 1,304 (216 )
Mortgage expense 145 101 44
Loss on sale of assets 386 374 12
Loss on sale of foreclosed assets 1,913 — 1,913
Telephone 99 — 99
Amortization of intangibles 135 846 (711 )
Other 2,958 3,255 (297 )
Total noninterest expense $ 22,074 $ 22,391 $ (317 )

Income Tax Expense

For the nine months ended September 30, 2025, income tax expense totaled $806 thousand, an increase of $2.88 million, compared to an income tax benefit of $2.07 million for the year ended December 31, 2024. For the nine months ended September 30, 2025, WFB’s effective tax rate was 21.0%.

3

Financial Condition

Assets

At September 30, 2025, total assets were $1.31 billion, a decrease of $228 million, or 14.8%, from $1.54 billion at December 31, 2024. The decrease in total assets was primarily due to the sale of $136.4 million of 1-4 family residential real estate loans.

Loan Portfolio

At September 30, 2025, total loans, excluding mortgage loans held for sale, were $1.09 billion, a decrease of $178 million, or 14%, compared to $1.27 billion at December 31, 2024. The decrease was primarily due to the sale of $136.4 million in 1-4 family residential real estate loans. Additionally, at September 30, 2025 and December 31, 2024, WFB had mortgage loans classified as loans held for sale of $433 thousand and $2.00 million, respectively. Total loans held for investment as a percentage of deposits were 98.4% and 110.1% at September 30, 2025 and December 31, 2024, respectively. Total loans held for investment as a percentage of assets were 83.2% and 82.4% at September 30, 2025 and December 31, 2024, respectively.

The following table summarizes WFB’s held for investment loan portfolio by type of loan at September 30, 2025:

Amount Percent
(Dollars in thousands)
Commercial real estate $ 794,977 72.7 %
Residential real estate 212,348 19.4
Commercial 80,177 7.3
Consumer and other 6,053 0.6
Total loans held for investment $ 1,093,555 100 %

Commercial real estate loans decreased $97 million, or 10.9%, to $795 million at September 30, 2025 from $892 million at December 31, 2024 due to limited production and normal amortization. Residential real estate loans decreased $73 million, or 25.6%, to $212 million at September 30, 2025, from $285 million at December 31, 2024 primarily to normal amortization and limited production as a result of the interest rate environment. Commercial loans decreased $6 million, or 7.4%, to $80 million at September 30, 2025, from $87 million at December 31, 2024 due to the decline in demand for commercial loans as a result of the interest rate environment and normal amortization.

The contractual maturity ranges of loans in WFB’s loan portfolio and the amount of such loans with fixed and floating interest rates in each maturity range at September 30, 2025 are summarized in the following table:

At September 30, 2025
One Year One Through Five Through After Fifteen **** ****
or Less Five Years Fifteen Years Years Total
(Dollars in thousands)
Commercial real estate $ 113,876 $ 492,621 $ 165,192 $ 23,288 $ 794,977
Residential real estate 205,234 2,633 4,481 — 212,348
Commercial 25,937 53,609 631 — 80,177
Consumer and other 1,603 3,745 705 — 6,053
Total loans held for investment $ 346,650 $ 552,608 $ 171,009 $ 23,288 $ 1,093,555
Fixed rate loans:
Commercial real estate $ 53,792 $ 70,267 $ 6,042 $ 22,045 $ 152,146
Residential real estate 205,234 2,633 — — 207,867
Commercial 21,901 51,208 631 — 73,740
Consumer and other 1,458 3,656 705 — 5,819
Total fixed rate loans $ 282,385 $ 127,764 $ 7,378 $ 22,045 $ 439,572
Floating rate loans:
Commercial real estate $ 60,084 $ 422,354 $ 159,149 $ 1,244 $ 642,831
Residential real estate — — 4,481 — 4,481
Commercial 4,036 2,401 — — 6,437
Consumer and other 145 89 — — 234
Total floating rate loans $ 64,265 $ 424,844 $ 163,630 $ 1,244 $ 653,983

4

Nonperforming Assets

At September 30, 2025 and December 31, 2024, WFB had $6.4 million and $8.1 million in nonperforming assets, respectively, and $6.3 million and $8.0 million in nonperforming loans, respectively. The decrease in nonperforming assets and non-performing loans for the nine months ended September 30, 2025 was primarily attributable to a decrease in non-performing 1-4 family residential real estate loans.

The following tables present information regarding nonperforming loans at the dates indicated:

As of September 30, 2025 As of December 31, 2024
(Dollars in thousands)
Nonaccrual loans $ 6,233 $ 7,107
Accruing loans 90 or more days past due 88 928
Total nonperforming loans 6,321 8,035
Other nonperforming assets (repossessions) 36 99
Other real estate owned — —
Total nonperforming assets $ 6,357 $ 8,134
Ratio of nonperforming loans to total loans held for investment 0.58 % 0.63 %
Ratio of nonperforming assets to total assets 0.48 % 0.53 %
Ratio of nonaccrual loans to total loans held for investment 0.57 % 0.56 %
Nonaccrual loans by category:
Commercial real estate $ 338 $ 1
Residential real estate 5,631 6,630
Commercial 160 424
Consumer and other 104 52
Total $ 6,233 $ 7,107

Potential Problem Loans

The following tables summarize WFB’s internal ratings of loans held for investment at September 30, 2025.

Pass Special Mention Substandard Doubtful Total
(Dollars in thousands)
Commercial real estate $ 793,524 $ 1,453 $ — $ — $ 794,977
Residential real estate 209,721 25 2,602 — 212,348
Commercial 77,327 2,850 — — 80,177
Consumer and other 6,053 — — — 6,053
Total $ 1,086,625 $ 4,328 $ 2,602 $ — $ 1,093,555

5

Allowance for Credit Losses

At September 30, 2025, the allowance for credit losses totaled $10.6 million, or 0.98%, of total loans held for investment, as compared to an allowance for credit losses of $10.8 million, or 0.86%, of total loans held for investment at December 31, 2024. The following tables present, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data:

For the Nine Months Ended September 30,
2025 2024
(Dollars in thousands)
Average loans outstanding $ 1,230,574 $ 1,259,382
Gross loans held for investment at end of period $ 1,093,555 $ 1,304,394
Allowance for credit losses at beginning of period 10,815 10,338
Provision for credit losses 163 1,560
Charge-offs:
Commercial real estate — —
Residential real estate 179 96
Commercial 218 358
Consumer and other 19 72
Total charge-offs 416 526
Recoveries:
Commercial real estate 1 —
Residential real estate — —
Commercial 53 80
Consumer and other 24 6
Total recoveries 78 86
Net charge-offs 338 440
Allowance for credit losses at end of period $ 10,640 $ 11,458
Ratio of allowance for credit losses to end of period loans held for investment 0.97 % 0.88 %
Ratio of net charge-offs to average loans 0.03 % 0.03 %
For the Nine Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- ---
2025 2024
Net Charge-offs % of Average Loans Net Charge-offs % of Average Loans
(Dollars in thousands)
Commercial real estate $ (1 ) 0.00 % $ — 0.00 %
Residential real estate 179 0.01 % 96 0.01 %
Commercial 165 0.01 % 278 0.02 %
Consumer and other (5 ) 0.00 % 66 0.01 %
Total net charge-offs $ 338 0.03 % $ 440 0.03 %

The following table shows the allocation of the allowance for credit losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for credit losses as shown in the table should neither be interpreted as an indication of future charge-offs, nor as an indication that charge-offs in future periods will necessarily occur in these amounts or in the indicated proportions. The total allowance is available to absorb losses from any loan category.

As of September 30, 2025 As of December 31, 2024
Amount % to Total Amount % to Total
(Dollars in thousands)
Commercial real estate $ 751 7.1 % $ 2,411 22.3 %
Residential real estate 8,258 77.6 % 8,517 78.8 %
Commercial 1,468 13.8 % (113 ) (1.0 %)
Consumer and other 163 1.5 % — 0.0 %
Total allowance for credit losses $ 10,640 100 % $ 10,815 100 %

6

Securities

At September 30, 2025, the carrying amount of investment securities totaled $52.4 million, a decrease of $3.3 million, or 5.93%, compared to $55.7 million at December 31, 2024. Securities represented 3.98% and 3.61% of total assets at September 30, 2025 and December 31, 2024, respectively. The following tables summarize the amortized cost and estimated fair value of investment securities as of the dates shown:

September 30, 2025
**** **** Gross Gross Allowance **** ****
Amortized Unrealized Unrealized for Fair
Cost Gains Losses Credit Losses Value
(Dollars in thousands)
Available for sale
Obligations of states and municipal subdivisions $ 27,546 $ — $ (2,809 ) $ — $ 24,737
Mortgage-backed securities 14,387 208 (280 ) — 14,315
Collateralized mortgage obligations 11,873 191 (89 ) — 11,975
Corporate bonds 1,000 — (3 ) — 997
Total available for sale $ 54,806 $ 399 $ (3,181 ) $ — $ 52,024
**** **** Gross Gross **** Allowance
Amortized Unrecognized Unrecognized for Fair
Cost Gains Losses Credit Losses Value
(Dollars in thousands)
Held to maturity
Obligations of states and municipal subdivisions $ 364 $ 1 $ — $ — $ 365
Total held to maturity $ 364 $ 1 $ — $ — $ 365
December 31, 2024
--- --- --- --- --- --- --- --- --- --- --- ---
Amortized<br><br> <br>Cost Gross<br><br> <br>Unrealized<br><br> <br>Gains Gross<br><br> <br>Unrealized<br><br> <br>Losses Allowance<br><br> <br>for<br><br> <br>Credit Losses Fair<br><br> <br>Value
(Dollars in thousands)
Available for sale **** **** **** **** **** **** **** **** **** **** ****
Obligations of states and municipal subdivisions $ 28,659 $ — $ (3,278 ) $ — $ 25,381
Mortgage-backed securities 16,367 — (689 ) — 15,678
Collateralized mortgage obligations 13,403 16 (293 ) — 13,126
Corporate bonds 1,000 — (28 ) — 972
Total available for sale $ 59,429 $ 16 $ (4,288 ) $ — $ 55,157
Amortized<br><br> <br>Cost Gross<br><br> <br>Unrealized<br><br> <br>Gains Gross<br><br> <br>Unrealized<br><br> <br>Losses Allowance<br><br> <br>for<br><br> <br>Credit Losses Fair<br><br> <br>Value
--- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands)
Held to maturity **** **** **** **** **** **** **** **** **** ****
Obligations of states and municipal subdivisions $ 501 $ — $ — $ — $ 501
Total held to maturity $ 501 $ — $ — $ — $ 501

7

All of WFB’s mortgage-backed securities are agency securities. It did not hold any Fannie Mae or Freddie Mac preferred stock, corporate equity, collateralized debt obligations, collateralized loan obligations, private label collateralized mortgage obligations, subprime, Alt-A, or second lien elements in its investment portfolio at September 30, 2025.

The following table sets forth the fair value, maturities and approximated weighted average yield based on estimated annual income divided by the average amortized cost of the securities portfolio at September 30, 2025. The contractual maturity of a mortgage-backed security is the date at which the last underlying mortgage matures.

3 Months or Less Over 3 Months Through 1 Year Over 1 Year Through 5 Years Over 5 Years Through 10 Years Over 10 Years Total
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
Held to maturity: **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** ****
Municipal securities $ — — % $ 69 5.22 % $ 296 6.17 % $ — — % $ — — % $ 365 5.99 %
Available for sale: **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** **** ****
Municipal securities — — 120 2.36 % 2,517 2.35 % 5,680 2.10 % 16,420 1.45 % 24,737 1.69 %
Corporate bonds — — — — 997 5.12 % — — — — 997 5.12 %
Mortgage-backed securities — — 70 2.02 % 4,951 3.11 % 9,294 4.74 % — — 14,315 4.14 %
Collateralized mortgage obligations — — 72 1.65 % 10,373 5.01 % 1,530 4.05 % — — 11,975 4.87 %
$ — — % $ 331 2.73 % $ 19,134 4.19 % $ 16,504 3.75% $ 16,420 1.45% $ 52,389 3.19 %

The contractual maturity of mortgage-backed securities, collateralized mortgage obligations and asset-backed securities is not a reliable indicator of their expected life because borrowers have the right to prepay their obligations at any time. Mortgage-backed securities and asset-backed securities are typically issued with stated principal amounts and are backed by pools of mortgage loans and other loans with varying maturities. The term of the underlying mortgages and loans may vary significantly due to the ability of a borrower to prepay. Monthly paydowns on mortgage-backed securities tend to cause the average life of the securities to be much different than the stated contractual maturity. During a period of increasing interest rates, fixed rate mortgage-backed securities do not tend to experience heavy prepayments of principal and, consequently, the average life of this security will be lengthened. If interest rates begin to fall, prepayments may increase, thereby shortening the estimated life of this security. The weighted average life of WFB’s investment portfolio was 6.45 years with an estimated effective duration of 4.02 at September 30, 2025.

WFB did not own securities of any one issuer for which aggregate adjusted cost exceeded 10% of the consolidated stockholders’ equity at September 30, 2025 or December 31, 2024.

Deposits

Total deposits at September 30, 2025 were $1.11 billion, a decrease of $44 million, or 3.8%, compared to $1.15 billion at December 31, 2024. The decrease in deposits for the nine months ended September 30, 2025 was attributable primarily to a strategic reduction in higher cost wholesale money market and CD deposits following WFB’s sale of $136.4 million in 1-4 family residential real estate loans. Total uninsured deposits were $376 million, or 33.85% of deposits at September 30, 2025, compared to $322 million, or 28.77% of deposits at December 31, 2024. Amounts of uninsured deposits are estimated and are based on the same methodologies and assumptions used for regulatory reporting purposes. Noninterest-bearing deposits at September 30, 2025 were $208.1 million, a decrease of $9.2 million, or 4.2%, compared to $217.3 million at December 31, 2024.

The following table presents the monthly average balances, in thousands, and weighted average rates paid on deposits for the periods indicated:
2024
Average Rate Average Balance Average Rate
Interest-bearing demand accounts 71,366 0.10 % 75,661 0.10 %
Limited access money market accounts and savings 436,226 3.72 % 389,786 4.11 %
Certificates and other time deposits > 250k 376,566 4.32 % 369,897 4.74 %
Certificates and other time deposits < 250k 61,878 4.15 % 54,128 4.10 %
Total interest-bearing deposits 946,036 3.71 % 889,472 4.03 %
Noninterest-bearing demand accounts 175,995 N/A 189,833 N/A
Total deposits 1,122,031 3.13 % $ 1,079,305 3.32 %

All values are in US Dollars.

The ratio of average noninterest-bearing deposits to average total deposits for the nine months ended September 30, 2025 was 15.69%, and for the year ended December 31, 2024 was 17.20%.

The following table sets forth the contractual maturities of certificates of deposit at September 30, 2025:

CDs < 250,000 CDs > 250,000 Brokered CDs
(Dollars in thousands)
3 months or less $ —
3 months to 6 months —
6 months to 12 months —
12 months or more —
$ —

All values are in US Dollars.

8

FHLB Advances

The FHLB allows WFB to borrow on a blanket floating lien status collateralized by certain securities and loans. At September 30, 2025 and December 31, 2024, WFB’s total borrowing capacity from the FHLB was $483.3 million and $552.8 million, respectively. WFB utilizes these borrowings to meet liquidity needs and to fund certain fixed rate loans in its portfolio. The following table presents WFB’s FHLB borrowings, in thousands, at September 30, 2025.

Amount outstanding $ 30,096
Weighted average stated interest rate 4.43 %
Maximum month-end balance during the year $ 203,000
Average balance outstanding during the year $ 78,797
Weighted average interest rate during the year 4.61 %

Liquidity and Capital Resources

Liquidity

For the nine months ended September 30, 2025, liquidity needs at the subsidiary bank level, where substantially all of WFB’s activities and operations are conducted, were primarily met by core deposits, security and loan maturities, and amortizing investment and loan portfolios. In addition, brokered deposits and short-term advances from FHLB were utilized. At September 30, 2025, First National Bank maintained lines of credit with correspondent banks which provided for extensions of credit with an availability to borrow up to an aggregate of $30.0 million. At September 30, 2025, there was no outstanding indebtedness under these lines of credit. At the parent company level, WFB’s liquidity needs were primarily supported by cash on hand and dividends from First National Bank.

The following table illustrates, for the periods presented, the mix of WFB’s funding sources and the average assets in which those funds were invested as a percentage of average total assets. Average assets totaled $1.38 billion and $1.42 billion for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.

For the Nine Months Ended September 30, 2025 For the Year Ended December 31, 2024
Source of Funds:
Deposits
Noninterest-bearing 12.72 % 13.20 %
Interest-bearing 68.36 % 63.53 %
Subordinated debt 2.10 % 2.40 %
Federal Home Loan Bank advances 5.69 % 10.30 %
Other borrowings 2.85 % 2.64 %
Other liabilities 1.02 % 1.52 %
Stockholders’ Equity: 7.26 % 6.41 %
Total 100 % 100 %
Uses of Funds:
Total loans 88.91 % 88.46 %
Debt securities 3.91 % 4.10 %
Interest-bearing deposits in banks 3.09 % 2.87 %
Other noninterest-earning assets 4.09 % 4.57 %
Total 100 % 100 %
Average noninterest-bearing deposits to average deposits 15.69 % 17.20 %
Average loans to average deposits 109.67 % 115.29 %

WFB’s primary source of funds is deposits, and its primary use of funds is loans. It does not expect a change in the primary source or use of funds in the foreseeable future. At September 30, 2025, WFB had outstanding $86.5 million in commitments to extend credit and $839 thousand in commitments associated with outstanding standby and commercial letters of credit. At December 31, 2024, WFB had outstanding $207.7 million in commitments to extend credit and $727 thousand in commitments associated with outstanding standby and commercial letters of credit. Because commitments associated with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements.

9

Capital Resources

Total stockholders’ equity increased to $102.2 million at September 30, 2025, compared to $97.2 million at December 31, 2024, an increase of $5.0 million, or 5.12%. The increase in total stockholders’ equity for the nine months ended September 30, 2025 was primarily due to net income available to common shareholders of $3.6 million and a decrease in the amount of WFB’s accumulated other comprehensive loss of $1.4 million, resulting from the after-tax effect of unrealized gains in its investment securities portfolio during the period.

At September 30, 2025 and December 31, 2024, First National Bank was in compliance with all applicable regulatory capital requirements, and it was classified as “well-capitalized” for purposes of the OCC’s prompt corrective action regulations. “Well capitalized” is the highest capital classification for FDIC-insured financial institutions in the United States. The following table presents the actual capital amounts, in thousands, and regulatory capital ratios for First National Bank at September 30, 2025.

Amount %
Total capital (to risk weighted assets) $ 152,515 18.53 %
Tier 1 capital (to risk weighted assets) $ 142,198 17.27 %
Common equity tier 1 capital (to risk weighted assets) $ 142,198 17.27 %
Tier 1 capital (to average assets) $ 142,198 11.04 %

Contractual Obligations

The following table summarizes WFB’s contractual obligations and other commitments to make future payments at September 30, 2025 (other than non-maturity deposit obligations), which consist of future cash payments associated with contractual obligations under FHLB advances, subordinated debt, revolving line of credit, and non-cancelable future operating leases. Payments related to leases are based on actual payments specified in underlying contracts.

As of September 30, 2025
**** **** More than 1 3 years or **** **** **** ****
**** **** but less than 3 more but less 5 years or **** ****
1 year or less years than 5 years more Total
(Dollars in thousands)
Time deposits $ 387,899 $ 21,830 $ 1,049 $ — $ 410,778
Brokered CDs — — — — —
Subordinated debt 12,204 — — 8,720 20,924
Federal Home Loan Bank advances 30,096 — — — 30,096
Commitments to extend credit and unfunded commitments 75,721 9,325 191 1,224 86,461
Standby letters of credit 764 75 — — 839
Total $ 506,684 $ 31,230 $ 1,240 $ 9,944 $ 549,098

Interest Rate Sensitivity and Market Risk

The following table summarizes the simulated change in net interest income and fair value of equity over a 12-month horizon as of the dates indicated:

**** At September 30, 2025 At December 31, 2024
Change in Interest Rates Percent Change in Percent Change in Percent Change in Percent Change in
(Basis Points) Net Interest Income Fair Value of Equity Net Interest Income Fair Value of Equity
+300 1.5 % (8.7 )% (13.0 )% (18.2 )%
+200 1.0 % (5.9 )% (8.7 )% 12.3 %
+100 0.5 % (3.0 )% (4.3 )% (6.3 )%
Base — % — % — % — %
-100 (1.7 )% 2.9 % 3.3 % 6.3 %
-200 (1.7 )% 5.9 % 11.1 % 12.9 %

The results of the simulations are primarily driven by the contractual characteristics of all balance sheet instruments and customer behavior.

10

HTML Editor

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introductory Note to Unaudited Pro Forma Condensed Combined Consolidated Financial Information

The following unaudited pro forma combined consolidated balance sheet as of September 30, 2025, and the unaudited pro forma condensed combined consolidated statements of income for the nine months ended September 30, 2025, have been prepared to show the impact on our historical financial position and results of operations of the following transaction:

• the consummation of the merger, including the expected issuance of 3,955,334 shares of Investar common stock to WFB’s shareholders, valued at $23.84 per share, which was the closing price of Investar common stock as of November 12, 2025.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025 is presented as if the merger with WFB had occurred on September 30, 2025. The unaudited pro forma combined consolidated statement of income for the nine months ended September 30, 2025 is presented as if the merger and transactions that occurred therewith had occurred on January 1, 2024. The unaudited pro forma combined condensed consolidated financial statements give effect to the acquisition of WFB as a business combination under GAAP. Accordingly, all assets and liabilities were recorded at estimated fair value. The pro forma adjustments are based on estimates made for the purpose of preparing these pro forma statements and are described in the accompanying notes. Investar management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances.

The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after further valuation analyses under GAAP are performed with respect to the fair values of certain tangible and intangible assets and liabilities as of the date of acquisition. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. In addition, the pro forma financial statements do not include the effects of any potential cost savings which management believes will result from combining certain operating procedures.

We anticipate that the acquisition of WFB will provide the combined company with the ability to better serve its customers, reach new customers and reduce operating expenses. In addition, certain subjective estimates have been utilized in determining the pro forma adjustments applied to the historical results of operations of WFB. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had WFB and Investar been combined during these periods.

The unaudited pro forma combined condensed consolidated financial information has been derived from, and should be read in conjunction with, Investar historical consolidated financial statements and related notes and those of WFB.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

Historical Investar Historical WFB Purchase Accounting Adjustments Notes Pro Forma Combined
(Dollars in thousands)
ASSETS **** **** **** **** **** **** **** **** **** **** **** **** **** ****
Cash and due from banks $ 32,564 $ 9,113 $ (10,370 ) (1) $ 31,307
Interest-bearing balances due from other banks 2,809 119,794 — 122,603
Cash and cash equivalents 35,373 128,907 (10,370 ) 153,910
Available for sale securities at fair value 370,251 52,024 — 422,275
Held to maturity securities at amortized cost 47,834 364 — (2) 48,198
Loans held for sale — 433 — 433
Loans 2,150,523 1,093,555 (39,549 ) (3) 3,204,529
Less: allowance for credit losses (26,470 ) (10,640 ) (4,166 ) (4) (41,276 )
Loans, net 2,124,053 1,082,915 (43,715 ) 3,163,253
Equity securities at fair value 3,270 — — 3,270
Nonmarketable equity securities 15,255 4,676 — 19,931
Bank premises and equipment, net 39,732 13,903 6,600 (5) 60,235
Other real estate owned, net 4,633 — — 4,633
Accrued interest receivable 14,858 5,746 — 20,604
Deferred tax asset 14,362 — 6,725 (6) 21,087
Goodwill and other intangible assets, net 41,303 5,192 19,642 (7)(8) 66,137
Bank owned life insurance 68,612 13,636 — 82,248
Other assets 21,092 6,851 — 27,943
Total assets $ 2,800,628 $ 1,314,647 $ (21,118 ) $ 4,094,157
LIABILITIES **** **** **** **** **** **** **** **** **** **** **** **** **** ****
Deposits:
Noninterest-bearing $ 446,361 $ 193,441 $ — $ 639,802
Interest-bearing 1,926,317 917,487 1,438 (9) 2,845,242
Total deposits 2,372,678 1,110,928 1,438 3,485,044
Advances from Federal Home Loan Bank 60,000 30,096 — (2) 90,096
Repurchase agreements 15,066 1,784 — 16,850
Subordinated debt, net of unamortized issuance costs 16,728 12,204 — (2) 28,932
Junior subordinated debt 8,806 8,720 — (2) 17,526
Other borrowings — 37,196 — (2) 37,196
Accrued taxes and other liabilities 32,055 11,511 (933 ) (10) 42,633
Total liabilities **** 2,505,333 1,212,439 505 3,718,277
Commitments and contingencies
STOCKHOLDERS’ EQUITY **** **** **** **** **** **** **** **** **** **** **** **** **** ****
Preferred stock 30,353 — — 30,353
Common stock 9,826 621 3,334 (11) 13,781
Surplus 146,304 33,277 57,063 (12) 236,644
Retained earnings 146,178 70,507 (84,217 ) (13) 132,468
Accumulated other comprehensive (loss) income (37,366 ) (2,197 ) 2,197 (14) (37,366 )
Total stockholders’ equity 295,295 102,208 (21,623 ) 375,880
Total liabilities and stockholders’ equity $ 2,800,628 $ 1,314,647 $ (21,118 ) $ 4,094,157

See accompanying notes to the unaudited pro forma condensed combined financial statements.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

Historical Investar Historical WFB Pro Forma Adjustments Notes Pro Forma Combined
In thousands, except per share data)
INTEREST INCOME **** **** **** **** **** **** **** **** **** **** **** **** ****
Interest and fees on loans $ 94,255 $ 54,685 $ 8,898 (15) $ 157,838
Interest on investment securities: 10,761 1,843 330 (16) 12,934
Other interest income 1,872 1,459 — 3,331
Total interest income 106,888 57,987 9,228 174,103
INTEREST EXPENSE **** **** **** **** **** **** **** **** **** **** **** **** ****
Interest on deposits 43,822 26,357 114 (17) 70,293
Interest on borrowings 3,924 7,281 — (18) 11,205
Total interest expense 47,746 33,638 114 81,498
Net interest income 59,142 24,349 9,114 92,605
Provision for credit losses (3,316 ) 164 — (3,152 )
Net interest income after provision for credit losses 62,458 24,185 9,114 95,757
NONINTEREST INCOME **** **** **** **** **** **** **** **** **** **** **** **** ****
Service charges on deposit accounts 2,415 304 — 2,719
Mortgage loan sales/origination/processing — 467 — 467
Gain on call or sale of investment securities, net 2 — — 2
Loss on sale or disposition of fixed assets, net (8 ) — — (8 )
Gain (loss) on sale of other real estate owned, net 123 (99 ) — 24
Loss on sale of loans — (1,913 ) — (1,913 )
Interchange fees 1,185 559 — 1,744
Income from bank owned life insurance 1,409 331 — 1,740
Change in the fair value of equity securities 177 — — 177
Other operating income 2,318 645 — 2,963
Total noninterest income 7,621 294 — 7,915
NONINTEREST EXPENSE **** **** **** **** **** **** **** **** **** **** **** **** ****
Depreciation and amortization 2,114 677 1,861 (19)(20)(21) 4,652
Salaries and employee benefits 30,162 10,710 — 40,872
Occupancy 1,995 1,773 — 3,768
Data processing 2,642 864 — 3,506
Marketing 324 148 — 472
Professional fees 1,555 1,601 — 3,156
Acquisition expense 587 — — 587
Other operating expenses 10,085 4,289 — 14,374
Total noninterest expense 49,464 20,062 1,861 71,387
Income before income tax expense 20,615 4,417 7,253 32,285
Income tax expense 3,649 806 1,646 (22) 6,101
Net income $ 16,966 $ 3,611 $ 5,607 $ 26,184
Earnings per common share:
Basic earnings per common share 1.67 5.82 2.03
Diluted earnings per common share 1.62 5.21 1.95
Basic 9,835,780 620,912 3,334,432 (23) 13,170,212
Diluted 10,494,433 692,804 3,262,540 (23) 13,756,973

See accompanying notes to the unaudited pro forma condensed combined financial statements.

INVESTAR HOLDING CORPORATION

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

On July 1, 2025, Investar entered into the merger agreement with WFB. Under the terms of the merger agreement, all of the issued and outstanding shares of WFB common stock will be converted into and represent the right to receive in the aggregate $7.2 million in cash from Investar and 3,955,334 shares of Investar common stock, subject to certain adjustments. The transaction is valued at approximately $101.5 million. This value is based on Investar’s closing stock price on November 12, 2025 of $23.84. Considering the range of Investar stock prices since the announcement of the merger, the value of the transaction at closing may or may not be materially different from the transaction value included in these unaudited pro forma condensed combined consolidated financial statements.

The unaudited pro forma condensed combined consolidated balance sheet and statements of income, including per share data, are presented after giving effect to the merger. The pro forma financial information assumes that the merger with WFB occurred on January 1, 2024 for purposes of the unaudited pro forma condensed combined consolidated statements of income and on September 30, 2025 for purposes of the unaudited pro forma condensed combined consolidated balance sheet and gives effect to the merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period.

The merger will be accounted for using the acquisition method of accounting; accordingly, the difference between the purchase price over the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed will be recorded as goodwill.

The pro forma financial information includes estimated adjustments to record the assets and liabilities of WFB at their respective fair values and represents management’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final allocation of the purchase price will be determined after completion of a final analysis to determine the fair values of WFB’s tangible and identifiable intangible assets and liabilities as of the closing date and any differences could be material.

NOTE 2. PRO FORMA ADJUSTMENTS

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined consolidated financial information. All adjustments are based on current valuations, estimates and assumptions that are subject to change and such change could be material.

(1) Reflects the payment of $7.2 million in cash consideration to the shareholders of WFB as a result of the merger and $3.2 million in merger-related expenses.
(2) Preliminary fair value marks were not obtained as they were deemed immaterial.
(3) Reflects an estimated interest rate fair value mark of $26.5 million on the WFB loan portfolio and credit fair value mark of $13.0 million related to non-purchased credit-deteriorated loans.
(4) Reflects the elimination of WFB’s historical allowance for credit losses totaling $10.6 million, the $1.5 million addition to the ACL attributable to loans identified as PCD and the day 1 recognition of the ACL related to non-PCD loans of $13.3 million.
(5) Reflects the fair value of fixed assets acquired.
(6) Represents the estimated net deferred tax asset resulting from the merger.
(7) Reflects the elimination of WFB’s goodwill totaling $4.4 million and to record the estimated goodwill of $10.6 million resulting from the Merger.
(8) Represents the recognition of the fair value of acquired core deposit intangible of $14.3 million, net of the elimination of $0.8 million of WFB’s historical core deposit intangible.
(9) Reflects the fair value premium on fixed maturity deposits, which was calculated by discounting future contractual payments at the current market interest rate.
(10) Reflects the reversal of WFB’s allowance for credit losses related to unfunded commitments and Investar’s accrual of allowance for unfunded commitments.
(11) Reflects the elimination of WFB’s common stock account and the increase in Investar’s common stock account as a result of the issuance of 3,955,334 shares of Investar common stock as a result of the merger.
(12) Reflects the elimination of WFB’s capital surplus account and the increase in Investar’s surplus account as a result of the issuance of 3,955,334 shares of Investar common stock as a result of the merger.
(13) Reflects the elimination of WFB’s retained earnings of $70.5 million, to record the estimated after tax merger costs of $3.2 million expected to be incurred by Investar, and to record the allowance for credit losses for non-PCD loans of $10.5 million.
(14) Reflects the elimination of WFB’s accumulated other comprehensive loss account.
(15) Interest income on loans was adjusted to reflect the accretion of the loan discount on a level-yield method over the estimated remaining terms to maturity of the loans acquired.
(16) Adjustment to record investment securities discount accretion of the estimated fair value mark, based on the expected average life of the portfolio.
(17) Interest expense on deposits was adjusted to reflect the amortization of the time deposit fair value premium over the remaining life of the deposits. The estimated amount of the amortization is $114,000 for the nine months ended September 30, 2025.
(18) Preliminary fair value marks were not obtained related to subordinated and junior subordinated debt as they were deemed immaterial. Final valuations will be completed at the time of closing.
(19) Reflects the additional depreciation expense related to the fair value of real estate acquired based on an estimated 20 year useful life. The estimated amount of additional depreciation is $247,500 for the nine months ended September 30, 2025.
(20) Reflects the reversal of WFB core deposit intangible amortization recorded of $135,000 for the nine months ended September 30, 2025.
(21) Reflects the amortization of the core deposit intangible over an estimated useful life of ten years using the sum of the years digits method assuming the merger closed on January 1, 2024. The estimated amount of the amortization is $1.7 million for the nine months ended September 30, 2025.
(22) Represents the net federal tax effect of the pro forma adjustments using Investar’s statutory tax rate of 21.0%.
(23) Adjustment to eliminate WFB common shares and record Investar common shares reflecting the issuance of 3,955,334 shares at closing.

NOTE 3. PRO FORMA ALLOCATION OF PURCHASE PRICE

The following shows the pro forma allocation of the consideration paid for WFB’s common equity to the acquired identifiable assets and liabilities assumed and the pro forma goodwill generated from the transaction.

Preliminary Purchase Price Allocation (in thousands, except share data): **** ****
Shares of Investar common stock to be issued for shares of WFB common stock 3,955,334
Price per share, based on Investar prices as of November 12, 2025 $ 23.84
Pro forma value of Investar common stock to be issued $ 94,295
Cash consideration 7,200
$ 101,495
Identifiable assets: **** ****
Cash and cash equivalents $ 128,907
Investment securities 52,388
Net loans 1,052,975
Nonmarketable equity securities 4,676
Bank premises and equipment 20,503
Core deposit intangible 14,249
Bank owned life insurance 13,636
Other assets 16,520
Total identifiable assets 1,303,853
Identifiable liabilities: **** ****
Deposits $ 1,112,366
Advances from FHLB 30,096
Repurchase agreements 1,784
Notes payable 20,924
Other borrowings 37,196
Other liabilities 10,577
Total identifiable liabilities 1,212,943
Net assets acquired 90,910
Resulting goodwill $ 10,585

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