Investar Holding Corporation Announces Completion of $32.5 Million Convertible Preferred Offering

Rhea-AI Summary

Investar Holding Corporation (NASDAQ:ISTR) has successfully completed a $32.5 million private placement of 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock. The company plans to utilize the proceeds to support its previously announced acquisition of Wichita Falls Bancshares, Inc., while also allocating funds for general corporate purposes, including organic growth and potential future acquisitions.

The company has committed to registering the resale of common stock issuable upon conversion of the Series A preferred stock with the SEC. Janney Montgomery Scott LLC acted as the lead placement agent, with Hovde Group, LLC serving as co-placement agent for the offering.

Positive

• Successfully raised $32.5 million through preferred stock offering
• Proceeds will support strategic acquisition of Wichita Falls Bancshares
• Additional capital available for organic growth and future acquisitions

Negative

• Potential dilution for existing shareholders upon conversion of preferred stock
• 6.5% dividend rate on preferred stock represents new ongoing cost

BATON ROUGE, LA / ACCESS Newswire / July 1, 2025 / Investar Holding Corporation ("Investar") (NASDAQ:ISTR), the parent holding company of Investar Bank, National Association, today announced that it has completed a private placement of $32.5 million of its newly designated 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock (the "Series A preferred stock"). Investar intends to use the net proceeds from the offering to support its recently-announced acquisition of Wichita Falls Bancshares, Inc. ("Wichita Falls") and for general corporate purposes, including organic growth and other potential acquisitions. Additional information regarding the Series A preferred stock was included in a Current Report on Form 8-K filed today with the SEC.

Investar has also agreed to take steps following the closing of the private placement to register with the United States Securities and Exchange Commission (the "SEC") the resale of the Investar common stock issuable upon conversion of the Series A preferred stock.

Janney Montgomery Scott LLC served as lead placement agent, and Hovde Group, LLC served as co-placement agent, for the offering. Fenimore Kay Harrison LLP served as legal counsel to Investar, and Jones Walker LLP served as legal counsel to the placement agents, for the offering.

About Investar Holding Corporation

Investar, headquartered in Baton Rouge, Louisiana, provides full banking services, excluding trust services, through its wholly-owned banking subsidiary, Investar Bank, National Association. Investar Bank currently operates 29 branch locations serving south Louisiana, southeast Texas, and southwest Alabama. At March 31, 2025, Investar had 329 full-time equivalent employees and total assets of approximately $2.7 billion.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as "may," "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "forecast," and other words and terms of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Investar cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to statements about the intended use of the net proceeds of the offering and other statements that are not historical facts. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to Investar's ability to complete the acquisition of Wichita. Additional information regarding factors that could cause actual results to differ materially from those discussed in any forward-looking statements are described in reports and registration statements Investar files with the SEC, including its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, copies of which are available on the Investar internet website http://www.investarbank.com. Each forward-looking statement speaks only as of the date of the particular statement and Investar undertakes no obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information about the Proposed Merger and Where to Find It

In connection with the proposed merger, Investar intends to file with the SEC a registration statement on Form S-4 (the "Form S-4") that will include a joint proxy statement of Investar and Wichita Falls and a prospectus of Investar with respect to the shares of Investar common stock to be issued in the proposed merger (the "proxy statement/prospectus"). Investar may also file other relevant documents with the SEC regarding the proposed merger. This document is not a substitute for the Form S-4 or proxy statement/prospectus or any other document that Investar may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of each of Investar and Wichita Falls. Investors and security holders are urged to read the Form S-4, the proxy statement/prospectus and any other relevant documents that may be filed with the SEC, as well as any amendments or supplements to these documents, carefully and in their entirety if and when they become available because they contain or will contain important information about the proposed merger. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy statement/prospectus (if and when available) and other documents containing important information about Investar, Wichita Falls and the proposed merger, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Investar will be available free of charge in the "Investor Relations" section of Investar's website at www.investarbank.com. The information included on, or accessible through, Investar's website is not incorporated by reference into this communication.

Participants in the Solicitation

Investar and Wichita Falls and their respective directors and officers may be deemed to be participants in the solicitation of proxies from their respective shareholders in connection with the proposed merger. Information about Investar's directors and executive officers and their ownership of Investar's securities is set forth in Investar's filings with the SEC, including its most recent Annual Report on Form 10-K filed with the SEC. To the extent that holdings of Investar's securities have changed since the amounts printed in most recent Annual Report on Form 10-K filed with the SEC, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed merger may be obtained by reading the proxy statement/prospectus regarding the proposed merger. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

The information contained in this press release is not an offer to sell or the solicitation of an offer to buy any securities of Investar. The Series A preferred stock and the shares of Investar common stock issuable upon the conversion of the Series A preferred stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.

For further information contact:
Investar Holding Corporation
John Campbell, CPA
Chief Financial Officer
225.227.2215
john.campbell@investarbank.com

SOURCE: Investar Holding Corporation

View the original press release on ACCESS Newswire

FAQ

What is the size and terms of Investar's (ISTR) new preferred stock offering?

Investar completed a $32.5 million private placement of 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock.

How will Investar (ISTR) use the proceeds from the preferred stock offering?

The proceeds will be used to support the acquisition of Wichita Falls Bancshares and for general corporate purposes, including organic growth and potential acquisitions.

What is the dividend rate on Investar's (ISTR) new preferred stock?

The Series A preferred stock carries a 6.5% dividend rate and is structured as non-cumulative perpetual convertible preferred stock.

Who were the placement agents for Investar's (ISTR) preferred stock offering?

Janney Montgomery Scott LLC served as lead placement agent, while Hovde Group, LLC served as co-placement agent for the offering.

Will Investar's (ISTR) convertible preferred stock be registered with the SEC?

Yes, Investar has agreed to register the resale of common stock issuable upon conversion of the Series A preferred stock with the SEC.