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): ~~January~~March 2230, 2026

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 ~~Blvd. Baton Rouge, Louisiana 70816 (Address of principal executive offices) (Zip Code)~~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 ~~2.02 Results of Operations and Financial Condition~~Note

On ~~January~~June 2230, ~~2026~~ 2025, Investar Holding Corporation (“Investar”) entered into a Securities Purchase Agreement with certain institutional and other accredited investors relating to the sale by Investar in a private placement offering (the “~~Company~~Private Placement”) of an aggregate of 32,500 shares of its newly designated 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock (“Series A Preferred Stock”). In connection with the ~~holding~~Private ~~company~~Placement, Investar agreed generally to register the resale of ~~Investar~~the ~~Bank,~~common ~~National~~stock ~~Association~~issuable upon conversion of the Series A Preferred (the “~~Bank~~Resale”),. ~~issued~~On aSeptember ~~press~~17, ~~release~~2025, ~~reporting~~the ~~fourth~~registration ~~quarter~~statement ~~2025~~with ~~results~~respect to the Resale was declared effective, and ~~posted~~the onfinal ~~its~~prospectus ~~website~~with ~~its~~respect ~~fourth~~to ~~quarter~~the ~~2025~~Resale ~~earnings~~was ~~release~~filed with the Securities and ~~investor~~Exchange ~~presentation~~Commission on September 18, 2025 (the “Final Prospectus”). This ~~The~~Current ~~materials~~Report ~~contain~~on ~~forward~~Form 8-~~looking~~K ~~statements~~is ~~regarding~~being filed for the ~~Company~~purpose ~~and~~of ~~include~~updating acertain ~~cautionary~~financial ~~note~~and ~~identifying~~other ~~important~~information ~~factors~~contained ~~that~~in ~~could~~the ~~cause~~Final ~~actual~~Prospectus ~~results~~relating to ~~differ~~Wichita ~~materially~~Falls ~~from~~Bancshares, ~~those anticipated~~Inc. ~~Copies of~~(“WFB”), and the ~~earnings~~merger ~~release~~of WFB with and ~~investor~~into ~~presentation~~Investar, ~~are furnished~~to ascomport, ~~Exhibit 99.1~~among ~~and~~other ~~Exhibit~~things, ~~99.2~~with toRules ~~this~~3-01 ~~Current~~and ~~Report~~3-05 onand ~~Form~~Article 811 of Regulation S-KX, which information is incorporated by reference into the Final Prospectus.

The information contained in Item 2.02, including Exhibit 99.1 and Exhibit 99.2 of this Current Report, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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

	(i)	The audited consolidated balance sheets of WFB as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the years ended December 31, 2025, 2024 and 2023, and the related notes and report of independent auditors thereto, are included as Exhibit 99.1 and incorporated herein by reference.

	(ii)	Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the years ended December 31, 2025 and 2024, with respect to WFB, is included as Exhibit 99.2 and incorporated herein by reference.

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

	(i)	The unaudited pro forma condensed combined consolidated balance sheet of Investar as of December 31, 2025, and the unaudited pro forma condensed combined consolidated statement of income of Investar for the year ended December 31, 2025, are included as Exhibit 99.3 and incorporated herein by reference.

*(d)*	*Exhibits.*

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

Exhibit Number	Description of Exhibit	~~Description of Exhibit~~
99.1		Earnings release of Investar Holding Corporation dated January 22, 2026 announcing financial results for the quarter ended December 31, 2025
23.1	Consent of Eide Bailly LLP.
99.2		Investor presentation dated January 22, 2026
99.1	Audited Consolidated Financial Statements of Wichita Falls Bancshares, Inc. as of and for the years ended December 31, 2025 and 2024.
104		The cover page of Investar Holding Corporation’s Form 8-K is formatted in Inline XBRL
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the years ended December 31, 2025 and 2024, with respect to Wichita Falls Bancshares, Inc.
99.3	Unaudited Pro Forma Condensed Combined Consolidated Financial Statements.
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	~~INVESTAR HOLDING CORPORATION~~
Date: January 22, 2026		By:	/s/ John J. D’Angelo
Date: March 30, 2026	By:	/s/ John J. D’Angelo
		John J. D’Angelo	~~John J. D’Angelo~~
		President and Chief Executive Officer	~~President and Chief Executive Officer~~

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