8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 8-K/A

(Amendment No. 1)

___________________

CURRENT REPORT

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

Date of report (Date of earliest event reported): January 1, 2026

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. ☐

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Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Investar Holding Corporation (“Investar”) with the Securities and Exchange Commission on January 6, 2026 (the “Original Report”) in connection with the consummation on January 1, 2026 of Investar’s previously announced acquisition of Wichita Falls Bancshares, Inc. (“WFB”), the holding company for First National Bank (the “Transaction”).

This Amendment amends and supplements the Original Report solely to provide the financial statements and pro forma financial information relating to the merger required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Original Report. This Amendment does not include other updates or amendments to the Original Report. The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that Investar and WFB would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future financial results and results of operations that the combined company may achieve after completion of the Transaction. In addition, the fair value assessments presented in the pro forma financial information are preliminary assessments, as the purchase accounting entries have not yet been finalized, and are based upon available information and certain assumptions, which Investar believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the unaudited pro forma condensed combined financial statements.

Item 9.01 Financial Statements and Exhibits

(a)	Financial statements of business acquired.
	The audited consolidated financial statements of WFB as of and for the years ended December 31, 2024 and 2023, together with the notes thereto and the related independent auditor’s report, were previously filed as part of Investar’s Registration Statement on Form S-4 (File No. 333-290225) filed with the Securities and Exchange Commission on September 12, 2025, as amended, and are incorporated herein by reference.
	The consolidated balance sheets of WFB as of September 30, 2025 (unaudited) and December 31, 2024, and the related unaudited consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the nine months ended September 30, 2025 and 2024, together with the notes thereto, were previously filed as part of Investar’s Current Report on Form 8-K (File No. 001-36522) filed with the Securities and Exchange Commission on November 14, 2025, and are incorporated herein by reference.
(b)	Pro forma financial information.
	The unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2025, and the unaudited pro forma condensed combined consolidated statement of income for the nine months ended September 30, 2025, of Investar required by this item, including the related notes thereto, are filed as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference. The unaudited pro forma condensed combined consolidated statement of income for the year ended December 31, 2024 of Investar required by this item, including the related notes thereto, was previously filed as part of Investar’s Registration Statement on Form S-4 (File No. 333-290225) filed with the Securities and Exchange Commission on September 12, 2025, as amended, and is incorporated herein by reference.
(d)	Exhibits.
Exhibit<br> Number	Description of Exhibit
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23.1	Consent of Eide Bailly LLP
99.1	Unaudited Pro Forma Condensed Combined 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

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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: March 18, 2026	By:	/s/ John J. D’Angelo
		John J. D’Angelo
		President and Chief Executive Officer

HTML Editor

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated March 28, 2025, relating to the consolidated financial statements of Wichita Falls Bancshares, Inc., which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the years ended December 31, 2024, 2023, and 2022, and the related notes to the consolidated financial statements, which were previously included in Investar’s Registration Statement on Form S-4 (File No. 333-290225) filed with the Securities and Exchange Commission on September 12, 2025, as amended, and are incorporated by reference into this Form 8-K.

We also consent to the incorporation by reference of such report in the Registration Statements on Form S-3 (333-289991 and 333-275784) and Form S-8 (333-258588) of Investar Holding Corporation.

/s/ Eide Bailly LLP

Tulsa, Oklahoma

March 18, 2026

ex_930981.htm

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

Introductory Note to Unaudited Pro Forma Condensed Combined Consolidated Financial Information

The following unaudited pro forma condensed 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 issuance of 3,955,272 shares of Investar common stock to WFB’s shareholders, valued at $26.72 per share, which was the closing price of Investar common stock on December 31, 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 condensed 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 condensed combined 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.

Investar has not had sufficient time to completely evaluate the significant identifiable long-lived tangible and identifiable intangible assets of WFB. Accordingly, the unaudited pro forma adjustments, including the allocations of the purchase price, are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. 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 condensed combined 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.

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UNAUDITED PRO FORMA CONDENSED 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			31,033			(7)(8)		77,528
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		$	(9,727	)			$	4,105,548
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			68,454			(12)		248,035
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			(10,232	)				387,271
Total liabilities and stockholders’ equity	$	2,800,628		$	1,314,647		$	(9,727	)			$	4,105,548

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

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UNAUDITED PRO FORMA CONDENSED 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			1,523		(22)		5,978
Net income	$	16,966		$	3,611		$	5,730			$	26,307
Earnings per common share:
Basic earnings per common share		1.67			5.82							2.00
Diluted earnings per common share		1.62			5.21							1.91
Basic		9,835,780			620,912			3,334,360		(23)		13,170,140
Diluted		10,494,433			692,804			3,262,468		(23)		13,756,901

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

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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 were converted into aggregate merger consideration consisting of $7.2 million in cash and 3,955,272 shares of Company common stock for an aggregate transaction value of $112.9 million. This value is based on Investar’s closing stock price on December 31, 2025 of $26.72.

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 $22.0 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.

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(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 3,955,272 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 3,955,272 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.
(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 3,955,272 shares at closing.

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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		3,955,272
Price per share, based on Investar common stock price as of December 31, 2025	$	26.72
Pro forma value of Investar common stock to be issued	$	105,685
Cash consideration		7,202
	$	112,887
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	$	21,977