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EX-99.3 4 ex_886138.htm EXHIBIT 99.3 HTML Editor

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introductory Note to Unaudited Pro Forma Condensed Combined Consolidated Financial Information

The following unaudited pro forma combined consolidated balance sheet as of September 30, 2025, and the unaudited pro forma condensed combined consolidated statements of income for the nine months ended September 30, 2025, have been prepared to show the impact on our historical financial position and results of operations of the following transaction:

•	the consummation of the merger, including the expected issuance of 3,955,334 shares of Investar common stock to WFB’s shareholders, valued at $23.84 per share, which was the closing price of Investar common stock as of November 12, 2025.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025 is presented as if the merger with WFB had occurred on September 30, 2025. The unaudited pro forma combined consolidated statement of income for the nine months ended September 30, 2025 is presented as if the merger and transactions that occurred therewith had occurred on January 1, 2024. The unaudited pro forma combined condensed consolidated financial statements give effect to the acquisition of WFB as a business combination under GAAP. Accordingly, all assets and liabilities were recorded at estimated fair value. The pro forma adjustments are based on estimates made for the purpose of preparing these pro forma statements and are described in the accompanying notes. Investar management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances.

The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after further valuation analyses under GAAP are performed with respect to the fair values of certain tangible and intangible assets and liabilities as of the date of acquisition. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. In addition, the pro forma financial statements do not include the effects of any potential cost savings which management believes will result from combining certain operating procedures.

We anticipate that the acquisition of WFB will provide the combined company with the ability to better serve its customers, reach new customers and reduce operating expenses. In addition, certain subjective estimates have been utilized in determining the pro forma adjustments applied to the historical results of operations of WFB. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had WFB and Investar been combined during these periods.

The unaudited pro forma combined condensed consolidated financial information has been derived from, and should be read in conjunction with, Investar historical consolidated financial statements and related notes and those of WFB.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

	Historical Investar			Historical WFB			Purchase Accounting Adjustments			Notes		Pro Forma Combined
	(Dollars in thousands)
ASSETS
Cash and due from banks	$	32,564		$	9,113		$	(10,370	)		(1)	$	31,307
Interest-bearing balances due from other banks		2,809			119,794			—					122,603
Cash and cash equivalents		35,373			128,907			(10,370	)				153,910

Available for sale securities at fair value		370,251			52,024			—					422,275
Held to maturity securities at amortized cost		47,834			364			—			(2)		48,198
Loans held for sale		—			433			—					433
Loans		2,150,523			1,093,555			(39,549	)		(3)		3,204,529
Less: allowance for credit losses		(26,470	)		(10,640	)		(4,166	)		(4)		(41,276	)
Loans, net		2,124,053			1,082,915			(43,715	)				3,163,253
Equity securities at fair value		3,270			—			—					3,270
Nonmarketable equity securities		15,255			4,676			—					19,931
Bank premises and equipment, net		39,732			13,903			6,600			(5)		60,235
Other real estate owned, net		4,633			—			—					4,633
Accrued interest receivable		14,858			5,746			—					20,604
Deferred tax asset		14,362			—			6,725			(6)		21,087
Goodwill and other intangible assets, net		41,303			5,192			19,642			(7)(8)		66,137
Bank owned life insurance		68,612			13,636			—					82,248
Other assets		21,092			6,851			—					27,943
Total assets	$	2,800,628		$	1,314,647		$	(21,118	)			$	4,094,157

LIABILITIES
Deposits:
Noninterest-bearing	$	446,361		$	193,441		$	—				$	639,802
Interest-bearing		1,926,317			917,487			1,438			(9)		2,845,242
Total deposits		2,372,678			1,110,928			1,438					3,485,044
Advances from Federal Home Loan Bank		60,000			30,096			—			(2)		90,096
Repurchase agreements		15,066			1,784			—					16,850
Subordinated debt, net of unamortized issuance costs		16,728			12,204			—			(2)		28,932
Junior subordinated debt		8,806			8,720			—			(2)		17,526
Other borrowings		—			37,196			—			(2)		37,196
Accrued taxes and other liabilities		32,055			11,511			(933	)		(10)		42,633
Total liabilities		2,505,333			1,212,439			505					3,718,277

Commitments and contingencies

STOCKHOLDERS’ EQUITY
Preferred stock		30,353			—			—					30,353
Common stock		9,826			621			3,334			(11)		13,781
Surplus		146,304			33,277			57,063			(12)		236,644
Retained earnings		146,178			70,507			(84,217	)		(13)		132,468
Accumulated other comprehensive (loss) income		(37,366	)		(2,197	)		2,197			(14)		(37,366	)
Total stockholders’ equity		295,295			102,208			(21,623	)				375,880
Total liabilities and stockholders’ equity	$	2,800,628		$	1,314,647		$	(21,118	)			$	4,094,157

See accompanying notes to the unaudited pro forma condensed combined financial statements.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

	Historical Investar			Historical WFB			Pro Forma Adjustments		Notes		Pro Forma Combined
	In thousands, except per share data)
INTEREST INCOME
Interest and fees on loans	$	94,255		$	54,685		$	8,898		(15)	$	157,838
Interest on investment securities:		10,761			1,843			330		(16)		12,934
Other interest income		1,872			1,459			—				3,331
Total interest income		106,888			57,987			9,228				174,103

INTEREST EXPENSE
Interest on deposits		43,822			26,357			114		(17)		70,293
Interest on borrowings		3,924			7,281			—		(18)		11,205
Total interest expense		47,746			33,638			114				81,498
Net interest income		59,142			24,349			9,114				92,605

Provision for credit losses		(3,316	)		164			—				(3,152	)
Net interest income after provision for credit losses		62,458			24,185			9,114				95,757

NONINTEREST INCOME
Service charges on deposit accounts		2,415			304			—				2,719
Mortgage loan sales/origination/processing		—			467			—				467
Gain on call or sale of investment securities, net		2			—			—				2
Loss on sale or disposition of fixed assets, net		(8	)		—			—				(8	)
Gain (loss) on sale of other real estate owned, net		123			(99	)		—				24
Loss on sale of loans		—			(1,913	)		—				(1,913	)
Interchange fees		1,185			559			—				1,744
Income from bank owned life insurance		1,409			331			—				1,740
Change in the fair value of equity securities		177			—			—				177
Other operating income		2,318			645			—				2,963
Total noninterest income		7,621			294			—				7,915

NONINTEREST EXPENSE
Depreciation and amortization		2,114			677			1,861		(19)(20)(21)		4,652
Salaries and employee benefits		30,162			10,710			—				40,872
Occupancy		1,995			1,773			—				3,768
Data processing		2,642			864			—				3,506
Marketing		324			148			—				472
Professional fees		1,555			1,601			—				3,156
Acquisition expense		587			—			—				587
Other operating expenses		10,085			4,289			—				14,374
Total noninterest expense		49,464			20,062			1,861				71,387
Income before income tax expense		20,615			4,417			7,253				32,285
Income tax expense		3,649			806			1,646		(22)		6,101
Net income	$	16,966		$	3,611		$	5,607			$	26,184

Earnings per common share:
Basic earnings per common share		1.67			5.82							2.03
Diluted earnings per common share		1.62			5.21							1.95
Basic		9,835,780			620,912			3,334,432		(23)		13,170,212
Diluted		10,494,433			692,804			3,262,540		(23)		13,756,973

See accompanying notes to the unaudited pro forma condensed combined financial statements.

INVESTAR HOLDING CORPORATION

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

On July 1, 2025, Investar entered into the merger agreement with WFB. Under the terms of the merger agreement, all of the issued and outstanding shares of WFB common stock will be converted into and represent the right to receive in the aggregate $7.2 million in cash from Investar and 3,955,334 shares of Investar common stock, subject to certain adjustments. The transaction is valued at approximately $101.5 million. This value is based on Investar’s closing stock price on November 12, 2025 of $23.84. Considering the range of Investar stock prices since the announcement of the merger, the value of the transaction at closing may or may not be materially different from the transaction value included in these unaudited pro forma condensed combined consolidated financial statements.

The unaudited pro forma condensed combined consolidated balance sheet and statements of income, including per share data, are presented after giving effect to the merger. The pro forma financial information assumes that the merger with WFB occurred on January 1, 2024 for purposes of the unaudited pro forma condensed combined consolidated statements of income and on September 30, 2025 for purposes of the unaudited pro forma condensed combined consolidated balance sheet and gives effect to the merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period.

The merger will be accounted for using the acquisition method of accounting; accordingly, the difference between the purchase price over the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed will be recorded as goodwill.

The pro forma financial information includes estimated adjustments to record the assets and liabilities of WFB at their respective fair values and represents management’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final allocation of the purchase price will be determined after completion of a final analysis to determine the fair values of WFB’s tangible and identifiable intangible assets and liabilities as of the closing date and any differences could be material.

NOTE 2. PRO FORMA ADJUSTMENTS

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined consolidated financial information. All adjustments are based on current valuations, estimates and assumptions that are subject to change and such change could be material.

(1)	Reflects the payment of $7.2 million in cash consideration to the shareholders of WFB as a result of the merger and $3.2 million in merger-related expenses.
(2)	Preliminary fair value marks were not obtained as they were deemed immaterial.
(3)	Reflects an estimated interest rate fair value mark of $26.5 million on the WFB loan portfolio and credit fair value mark of $13.0 million related to non-purchased credit-deteriorated loans.
(4)	Reflects the elimination of WFB’s historical allowance for credit losses totaling $10.6 million, the $1.5 million addition to the ACL attributable to loans identified as PCD and the day 1 recognition of the ACL related to non-PCD loans of $13.3 million.
(5)	Reflects the fair value of fixed assets acquired.
(6)	Represents the estimated net deferred tax asset resulting from the merger.
(7)	Reflects the elimination of WFB’s goodwill totaling $4.4 million and to record the estimated goodwill of $10.6 million resulting from the Merger.
(8)	Represents the recognition of the fair value of acquired core deposit intangible of $14.3 million, net of the elimination of $0.8 million of WFB’s historical core deposit intangible.
(9)	Reflects the fair value premium on fixed maturity deposits, which was calculated by discounting future contractual payments at the current market interest rate.
(10)	Reflects the reversal of WFB’s allowance for credit losses related to unfunded commitments and Investar’s accrual of allowance for unfunded commitments.

(11)	Reflects the elimination of WFB’s common stock account and the increase in Investar’s common stock account as a result of the issuance of 3,955,334 shares of Investar common stock as a result of the merger.
(12)	Reflects the elimination of WFB’s capital surplus account and the increase in Investar’s surplus account as a result of the issuance of 3,955,334 shares of Investar common stock as a result of the merger.
(13)	Reflects the elimination of WFB’s retained earnings of $70.5 million, to record the estimated after tax merger costs of $3.2 million expected to be incurred by Investar, and to record the allowance for credit losses for non-PCD loans of $10.5 million.
(14)	Reflects the elimination of WFB’s accumulated other comprehensive loss account.
(15)	Interest income on loans was adjusted to reflect the accretion of the loan discount on a level-yield method over the estimated remaining terms to maturity of the loans acquired.
(16)	Adjustment to record investment securities discount accretion of the estimated fair value mark, based on the expected average life of the portfolio.
(17)	Interest expense on deposits was adjusted to reflect the amortization of the time deposit fair value premium over the remaining life of the deposits. The estimated amount of the amortization is $114,000 for the nine months ended September 30, 2025.
(18)	Preliminary fair value marks were not obtained related to subordinated and junior subordinated debt as they were deemed immaterial. Final valuations will be completed at the time of closing.
(19)	Reflects the additional depreciation expense related to the fair value of real estate acquired based on an estimated 20 year useful life. The estimated amount of additional depreciation is $247,500 for the nine months ended September 30, 2025.
(20)	Reflects the reversal of WFB core deposit intangible amortization recorded of $135,000 for the nine months ended September 30, 2025.
(21)	Reflects the amortization of the core deposit intangible over an estimated useful life of ten years using the sum of the years digits method assuming the merger closed on January 1, 2024. The estimated amount of the amortization is $1.7 million for the nine months ended September 30, 2025.
(22)	Represents the net federal tax effect of the pro forma adjustments using Investar’s statutory tax rate of 21.0%.
(23)	Adjustment to eliminate WFB common shares and record Investar common shares reflecting the issuance of 3,955,334 shares at closing.

NOTE 3. PRO FORMA ALLOCATION OF PURCHASE PRICE

The following shows the pro forma allocation of the consideration paid for WFB’s common equity to the acquired identifiable assets and liabilities assumed and the pro forma goodwill generated from the transaction.

Preliminary Purchase Price Allocation (in thousands, except share data):
Shares of Investar common stock to be issued for shares of WFB common stock		3,955,334
Price per share, based on Investar prices as of November 12, 2025	$	23.84
Pro forma value of Investar common stock to be issued	$	94,295
Cash consideration		7,200
	$	101,495

Identifiable assets:
Cash and cash equivalents	$	128,907
Investment securities		52,388
Net loans		1,052,975
Nonmarketable equity securities		4,676
Bank premises and equipment		20,503
Core deposit intangible		14,249
Bank owned life insurance		13,636
Other assets		16,520
Total identifiable assets		1,303,853

Identifiable liabilities:
Deposits	$	1,112,366
Advances from FHLB		30,096
Repurchase agreements		1,784
Notes payable		20,924
Other borrowings		37,196
Other liabilities		10,577
Total identifiable liabilities		1,212,943

Net assets acquired		90,910
Resulting goodwill	$	10,585