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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. ☐

 

 

 

 

On October 24, 2025, Investar Holding Corporation (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider and vote on certain proposals related to the Agreement and Plan of Merger (the “Agreement”) entered into on July 1, 2025 between the Company and Wichita Falls Bancshares, Inc. (“WFB”). Under the Agreement, WFB will merge with and into the Company, with the Company as the surviving corporation.

 

At the close of business as of September 2, 2025, the record date for shareholders entitled to notice of, and to vote at, the Special Meeting, there were 9,825,883 shares of the Company’s common stock issued and outstanding. The holders of 6,830,691 shares of the Company’s common stock were present in person or represented by proxy at the Special Meeting, constituting a quorum.

 

The results of the Special Meeting are set forth below. For more information on each of these proposals, see the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on September 23, 2025.

 

 

To approve the Agreement, dated July 1, 2025, by and between the Company and WFB, as the same may be amended from time to time, and the transactions contemplated by the agreement, including the merger and the issuance of shares of the Company’s common stock as consideration for the merger.

 

 

There were no broker non-votes on the proposal.

 

The Company’s shareholders did not vote on the proposal to adjourn the Special Meeting to solicit additional proxies in favor of the Agreement because such adjournment was not necessary. 

 

 

On October 30, 2025, the Company issued a press release announcing shareholder and regulatory approvals for the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) 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.