ISTR · Investar Holding Corporation

Investar Holding Corporation has filed comprehensive audited financial statements of Wichita Falls Bancshares, Inc. (WFB) under Item 9.01 in connection with a merger agreement signed on July 1, 2025. The transaction involves issuing 3,955,272 shares of Investar common stock valued at $26.72 per share ($105.7 million) plus $7.2 million cash, totaling $112.9 million consideration. WFB's financials show a significant contraction in balance sheet size, with total assets declining 25.1% to $1.16 billion from $1.54 billion at year-end 2024, primarily driven by the sale of $174.8 million in 1-4 family residential real estate loans. Loans held for investment fell 22.8% to $981.6 million, with commercial real estate comprising 72.7%. Credit quality improved markedly, as nonperforming loans dropped to 0.28% from 0.63%, and nonperforming assets to 0.24% from 0.53%. Net income decreased to $4.3 million ($6.87/share) from $5.9 million ($10.04/share basic, $7.48 diluted), reflecting lower net interest income stability at $32.2 million amid a negative provision for credit losses of $1.4 million. Noninterest income fell sharply due to losses on asset sales. The unaudited pro forma statements illustrate the combined entity's scale, with pro forma assets at $3.99 billion and net income $32.7 million ($2.32 diluted EPS), incorporating purchase accounting adjustments like a $21.9 million loan fair value mark, $13.6 million core deposit intangible, and $16.7 million goodwill. Eide Bailly's clean audit opinion and consent support incorporation into Investar's shelf registrations. This filing advances the acquisition process, providing investors transparency into WFB's financial position and the expected combined impact.