Amendment: Investar Holding Corporation filed SEC Form 8-K: Financial Statements and Exhibits

Form 8-K/A - Completion of WFB Acquisition true 0001602658 0001602658 2026-01-01 2026-01-01

 

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

 

 

 

 

 

 

 

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:

 

 

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. ☐

 

 

 

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 

 

 

 

 

 

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.