Investar Holding Corporation Announced Merger with Wichita Falls Bancshares

Investar Holding Corporation ("Investar") (NASDAQ:ISTR), the holding company for Investar Bank, N.A., and Wichita Falls Bancshares, Inc. ("Wichita Falls"), the holding company for First National Bank, Wichita Falls, Texas, jointly announced today that they have entered into a definitive agreement pursuant to which Investar will acquire Wichita Falls for cash and stock consideration. In connection with the proposed acquisition, Investar also announced today a private placement of $32.5 million of its newly designated 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock.

The definitive agreement has been unanimously approved by the boards of directors of Investar and Wichita Falls, and the closing of the transaction, which is expected to occur in the fourth quarter of 2025, is subject to customary conditions, including shareholder and regulatory approvals. The definitive agreement provides that upon the closing of the transaction, Wichita Falls shareholders will be entitled to receive an aggregate of 3,955,334 shares of Investar common stock, and cash consideration of $7.2 million, in exchange for their shares, subject to adjustment under certain circumstances. Based on the closing price of $19.32 for Investar common stock on June 30, 2025, the transaction would result in aggregate consideration of approximately $83.6 million, or $134.67 per share of Wichita Falls common stock.