8-K
Investar Holding Corp (ISTR)
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): October 24, 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On October 24, 2025, Investar Holding Corporation (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider and vote on certain proposals related to the Agreement and Plan of Merger (the “Agreement”) entered into on July 1, 2025 between the Company and Wichita Falls Bancshares, Inc. (“WFB”). Under the Agreement, WFB will merge with and into the Company, with the Company as the surviving corporation.
At the close of business as of September 2, 2025, the record date for shareholders entitled to notice of, and to vote at, the Special Meeting, there were 9,825,883 shares of the Company’s common stock issued and outstanding. The holders of 6,830,691 shares of the Company’s common stock were present in person or represented by proxy at the Special Meeting, constituting a quorum.
The results of the Special Meeting are set forth below. For more information on each of these proposals, see the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on September 23, 2025.
Proposal No. 1: Merger Proposal
To approve the Agreement, dated July 1, 2025, by and between the Company and WFB, as the same may be amended from time to time, and the transactions contemplated by the agreement, including the merger and the issuance of shares of the Company’s common stock as consideration for the merger.
| For | Against | Abstain |
|---|---|---|
| 6,745,993 | 7,921 | 76,777 |
There were no broker non-votes on the proposal.
The Company’s shareholders did not vote on the proposal to adjourn the Special Meeting to solicit additional proxies in favor of the Agreement because such adjournment was not necessary.
Item 8.01 Other Events
On October 30, 2025, the Company issued a press release announcing shareholder and regulatory approvals for the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit<br> Number | Description of Exhibit |
|---|---|
| 99.1 | Press release dated October 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: October 30, 2025 | By: | /s/ John J. D’Angelo |
| John J. D’Angelo | ||
| President and Chief Executive Officer |
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Exhibit 99.1
Investar Holding Corporation Announces Acquisition Approvals
Baton Rouge, LA / ACCESS Newswire / October 30, 2025 – **** Investar Holding Corporation (the “Company”) (Nasdaq:ISTR), the holding company of Investar Bank, National Association (the “Bank”), today announced that it has received the necessary shareholder and regulatory approvals for its previously announced, pending acquisition of Wichita Falls Bancshares, Inc. (“Wichita Falls”), the holding company for First National Bank (“FNB”) headquartered in Wichita Falls, Texas.
On July 1, 2025, the Company announced that it had entered into an Agreement and Plan of Merger (the “Agreement”) to acquire Wichita Falls. At September 30, 2025, FNB had $1.3 billion in total assets, $1.1 billion in net loans and $1.1 billion in total deposits. FNB, chartered in 1986, operates as a full-service community bank, providing banking solutions including personal and business checking accounts, savings accounts, certificates of deposit, personal and business loans, and mortgage solutions and services. Additionally, FNB offers online and mobile banking platforms. FNB serves small business owners, taxing authorities, cities, counties, school districts, water districts, hospital districts, and government entities.
The Company is now pleased to announce that the shareholders of Wichita Falls and the Company have approved the Agreement and the related acquisition at special meetings on October 23, 2025 and October 24, 2025, respectively. The Company has also received the necessary approvals for the acquisition from its federal banking regulators. Completion of the acquisition remains subject to the satisfaction of customary closing conditions under the terms of the Agreement. Upon satisfaction of all closing conditions, the Company anticipates it will close the Wichita Falls acquisition on or about January 1, 2026.
John D’Angelo, President and Chief Executive Officer, commented, “We are excited to have received the approvals of our federal bank regulators and approvals from both shareholder bases, and are enthusiastic to add First National Bank’s customers and colleagues to the Investar family. We look forward to closing the acquisition early in the first quarter, creating an even stronger, customer-focused community bank.”
About Investar Holding Corporation
Investar Holding Corporation, headquartered in Baton Rouge, Louisiana, provides full banking services, excluding trust services, through its wholly-owned banking subsidiary, Investar Bank, National Association. The Bank currently operates 29 branch locations serving Louisiana, Texas, and Alabama. At September 30, 2025, the Bank had 326 full-time equivalent employees and total assets of $2.8 billion.
Forward-Looking Statements
This press release may include forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and assumptions about our business that are subject to a variety of risks and uncertainties that could cause the actual results to differ materially from those described in this press release. You should not rely on forward-looking statements as a prediction of future events. Additional information regarding factors that could cause actual results to differ materially from those discussed in any forward-looking statements are described in reports and registration statements we file with the SEC, including our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, copies of which are available on the Investar website at www.investarbank.com.
We disclaim any obligation to update any forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based except as required by law.
Contact:
Investar Holding Corporation
John R. Campbell
Executive Vice President and Chief Financial Officer
(225) 227-2215
John.Campbell@investarbank.com