Investar Holding Corp 8-K

What Happened

• Investar Holding Corporation announced it completed its previously disclosed merger with Wichita Falls Bancshares, Inc. (WFB) effective January 1, 2026. Under the Merger Agreement, Investar issued 3,955,334 shares of its common stock and $7.2 million in cash to WFB shareholders as merger consideration.
• As part of the closing, Investar assumed WFB’s debt and related obligations, and appointed two WFB-nominated directors to its and Investar Bank’s boards.

Key Details

• Consideration paid: 3,955,334 shares of Investar common stock + $7.2 million cash to WFB shareholders.
• Assumed indebtedness: $9.3 million aggregate principal of junior subordinated debentures (underlying $9.0M trust preferred securities); interest = 3-month SOFR + 3.1% (7.05% at 12/31/2025); maturity June 26, 2033; interest can be deferred up to 20 consecutive quarters.
• Other assumed note: $10.0 million unsecured note to TIB, N.A.; variable interest at WSJ prime; Investar expects to repay this note in full in January 2026.
• Governance: David Flack and James Dunkerley were appointed to Investar’s board (initial terms expiring at the 2026 annual meeting) and to Investar Bank’s board; both are independent and received committee assignments. Non-employee director pay follows Investar’s standard schedule.

Why It Matters

• This filing confirms Investar’s strategic acquisition to expand its banking franchise and customer base, while showing the specific purchase price mix of stock and cash. The company also took on trust-preferred instruments and other debt from WFB; these instruments affect Investar’s capital structure and carry deferred interest features and subordination terms. The trust preferred securities are intended to count as Tier 1 capital at the holding-company level. New board members from the acquired company were added, which may affect integration and oversight. Investors should note the amounts and terms of assumed debt and the near-term repayment expectation for the $10M note.