UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

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

Date of report (Date of earliest event reported): November 114, 2025

Investar Holding Corporation

(Exact name of registrant as specified in its charter)


Louisiana	001-36522	27-1560715
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

10500 Coursey Boulevard

Baton Rouge, Louisiana 70816

(Address of principal executive offices) (Zip Code)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value per share	ISTR	The Nasdaq Global Market

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. ☐

~~Item~~Introductory ~~4.01 Changes in Registrant's Certifying Accountant~~Note

On ~~November~~June 130, 2025, ~~the~~Investar ~~partners~~Holding Corporation (“Investar”) entered into a Securities Purchase Agreement with certain institutional and ~~professional~~other ~~staff~~accredited investors relating to the sale by Investar in a private placement offering (the “Private Placement”) of ~~HORNE~~an ~~LLP~~aggregate of 32,500 shares of its newly designated 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock (“~~Horne~~Series A Preferred Stock”). In connection with the Private Placement, ~~which~~Investar ~~was~~agreed ~~engaged~~generally asto register the ~~independent~~resale ~~registered~~of ~~public~~the ~~accounting~~common ~~firm~~stock issuable upon conversion of the ~~registrant,~~Series ~~Investar~~A ~~Holding~~Preferred ~~Corporation~~ (the “~~Company~~Resale”). On September 17, ~~joined~~2025, ~~BDO~~the ~~USA~~registration statement with respect to the Resale was declared effective, ~~P.C.~~ and the final prospectus with respect to the Resale was filed with the Securities and Exchange Commission on September 18, 2025 (the “~~BDO~~Final Prospectus”). This AsCurrent aReport ~~result~~on ofForm ~~this~~8-K ~~transaction,~~is ~~Horne~~being ~~resigned~~filed asfor the ~~Company’s~~purpose ~~independent~~of ~~registered~~updating ~~public~~certain ~~accounting~~financial ~~firm~~and onother ~~November~~information 1,contained ~~2025.~~in Onthe ~~November~~Final 3Prospectus relating to Wichita Falls Bancshares, ~~2025~~Inc. (“WFB”), ~~following~~and the ~~resignation~~merger of ~~Horne~~WFB with and into Investar, ~~the~~to ~~Company~~comport, ~~through~~among ~~and~~other things, with ~~the~~Rules ~~approval~~3-01 ofand ~~its~~3-05 ~~Audit~~and ~~Committee~~Article 11 of Regulation S-X, ~~appointed~~which ~~BDO~~information asis ~~its~~incorporated ~~independent~~by ~~registered~~reference ~~public~~into ~~accounting~~the ~~firm~~Final Prospectus.

The reports of Horne on the financial statements of the Company for the fiscal years ended December 31, 2024 and 2023, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended December 31, 2024 and 2023, and through October 31, 2025, there were no disagreements between the Company and Horne on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Horne, would have caused Horne to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements. During the Company’s past fiscal years ended December 31, 2024 and 2023, and the interim period through October 31, 2025, Horne did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Horne with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that Horne furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Horne is filed as Exhibit 16.1 hereto.

During the Company’s two most recently completed fiscal years and through the date of engagement of BDO, neither the Company nor anyone on behalf of the Company consulted with BDO regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

*(a)*	*Financial statements of business acquired.*

	(i)	The consolidated balance sheets of WFB as of September 30, 2025 (unaudited) and December 31, 2024, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the nine months ended September 30, 2025 and 2024, and the related notes, are included as Exhibit 99.1, which is incorporated herein by reference.

	(ii)	Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the nine months ended September 30, 2025 and 2024, with respect to WFB, is included as Exhibit 99.2, which is incorporated herein by reference.

*(b)*	*Pro forma financial information.*

	(i)	The unaudited pro forma combined condensed consolidated balance sheet of Investar as of September 30, 2025, and the unaudited pro forma combined condensed consolidated statement of income of Investar for the nine months ended September 30, 2025, are included as Exhibit 99.3, which is incorporated herein by reference.

*(c)*	*Shell company transactions.*

	(i)	Not applicable.

*(d)*	*Exhibits.*

	The following are filed as exhibits to this Current Report on Form 8-K:

Exhibit Number		Description of Exhibit
16.1		Letter from Horne LLP dated November 1, 2025
99.1		Unaudited Consolidated Financial Statements of Wichita Falls Bancshares, Inc. as of and for the nine months ended September 30, 2025 and 2024.
99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the nine months ended September 30, 2025 and 2024, with respect to Wichita Falls Bancshares, Inc.
99.3		Unaudited Pro Forma Combined Condensed Consolidated Financial Statements as of and for the nine months ended September 30, 2025.
104		The cover page of Investar Holding Corporation’s Form 8-K is formatted in Inline XBRL

SIGNATURES

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.

	INVESTAR HOLDING CORPORATION
Date: November 3, 2025	By:	/s/ John J. D’Angelo
Date: November 14, 2025	By:	/s/ John J. D’Angelo
		John J. D’Angelo
		President and Chief Executive Officer

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