Investar Holding Corp (ISTR) News & EventsISTRInvestar Holding Corp

Investar Holding announces $32.5M capital raise

Investar entered into binding purchase agreements in a private placement of 32,500 shares of its newly designated 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock with selected institutional and other accredited investors at a price of $1,000 per share, for aggregate gross proceeds of $32.5M. Investar estimates the net proceeds of the private placement will be approximately $30.4M, after deducting placement agent fees and other offering-related expenses. Dividends are payable on the Series A preferred stock from the date of issuance at a rate of 6.5% per annum, quarterly in arrears, on January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2025, when, as, and if declared by the board of directors of Investar. Shares of Series A preferred stock are convertible in whole or in part at any time and from time to time by the holders, and under certain circumstances by Investar beginning July 1, 2028, at a conversion rate of 47.619 shares of Investar common stock for each converted share of Series A preferred stock, subject to certain adjustments and satisfaction or waiver of certain conditions. In addition, shares of Series A preferred stock are subject to redemption at a price equal to $1,000 per share, plus all declared and unpaid dividends thereon, in whole or in part by Investar on any dividend payment date, beginning July 1, 2030, and in whole any time upon the occurrence of certain events and subject to satisfaction or waiver of certain conditions. The Series A preferred stock is not subject to redemption at the option of the holders. The Series A preferred stock is intended to qualify as additional tier 1 capital for regulatory capital purposes. Holders of the Series A preferred stock will have no voting rights, except with respect to certain changes in the terms of the Series A preferred stock, certain fundamental business transactions and as otherwise required by applicable law. The Series A preferred stock will rank senior to Investar's common stock and each other series of preferred stock or capital stock that Investar may issue in the future the terms of which do not express provide that such series will rank on a parity with or senior to the Series A preferred stock as to dividend rights or rights on liquidation, winding-up or dissolution. Janney Montgomery Scott served as lead placement agent, and Hovde Group acted as co-placement agent for the private placement.

Investar Holding to acquire Wichita Falls Bancshares in cash, stock transaction

Investar Holding and Wichita Falls Bancshares 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 $32.5M of its newly designated 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock.Headquartered in Wichita Falls, Texas, Wichita Falls' wholly-owned subsidiary, First National Bank, operates seven branches and two mortgage offices in north Texas and had approximately $1.5B in assets at March 31, 2025. First National Bank, chartered in 1986, operates as a full-service community bank, providing banking solutions including personal and business checking accounts, savings accounts, certificates of deposit, personal and business loans, and mortgage solutions and services. Additionally, the bank offers online and mobile banking platforms. First National Bank serves small business owners, taxing authorities, cities, counties, school districts, water districts, hospital districts, and government entities. For Investar, the merger represents the continued execution of its multi-state expansion strategy with its second acquisition in Texas and first in the north Dallas market, further bolstering its geographic footprint within Texas and positioning the Bank to continue to build on its existing record of growth and client service under the leadership of its current management team. For First National Bank, the transaction is expected to provide the benefits of additional financial strength and the expanded resources of a larger banking enterprise. Although First National Bank will transition to the Investar Bank name, experienced bank staff is expected to remain substantially intact, continuing to provide exemplary and personal service to its growing customer base. 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 $7.2M, 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 $83.6M, or $134.67 per share of Wichita Falls common stock.