Investar Holding Corp美股招股说明书(2025-09-18版)

This prospectus relates to the offer and sale of up to an aggregate of 1,547,603 shares of our common stock issuable uponthe conversion of our 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”) bythe selling stockholders identified in this prospectus, which we refer to collectively in this prospectus as the “selling stockholders.”We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from the sale of theshares by the selling stockholders. We are registering the offer and sale of the shares covered by this prospectus by the selling stockholders to satisfy ourobligations under that certain Registration Rights Agreement, dated as of July 1, 2025, by and between the selling stockholders andus, which was entered into in connection with the private placement of shares of the Series A Preferred Stock. The sellingstockholders may sell the shares covered by this prospectus in a number of different ways and at varying prices. We provideinformation about the manner in which the selling stockholders may sell the shares in the section entitled “Plan of Distribution.”We also provide information regarding the identity of the selling stockholders and the shares that may be sold under this prospectusin the section entitled “Selling Stockholders.”We do not know when or in what amounts the selling stockholders may offer theshares for sale, and the registration for resale of the shares by this prospectus does not necessarily mean that any of the shares willbe offered or sold by the selling stockholders. We have generally agreed to bear the expenses in connection with the registration of the shares offered by the sellingstockholders. However, we will not pay any underwriting or other discounts or commissions in any offering of the shares. You should read carefully this prospectus and any prospectus supplement, together with additional information describedunder the headings “Where You Can Find More Information” and “Incorporation by Reference of Certain Documents,” before youinvest in any shares of our common stock. An investment in shares of our common stock involves risk. You should refer to the section titled“Risk Factors”beginning on page 6 of this prospectus, in any prospectus supplement and in our periodic reports and other filings with theSecurities and Exchange Commission, or SEC, and carefully consider that information before investing in our commonstock. The shares of our common stock are not savings accounts, deposits or other obligations of any bank, includingInvestar Bank, National Association, our wholly-owned bank subsidiary, and are not guaranteed or insured by the FederalDeposit Insurance Corporation or any other governmental agency. Neither the SEC nor any other regulatory body has approved or disapproved of the shares or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is September17, 2025. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiINCORPORATION BY REFERENCE OF CERTAIN DOCUMENTSiiiCAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTSiiiINVESTAR HOLDING CORPORATION6RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF OUR SECURITIES7SELLING STOCKHOLDERS14PLAN OF DISTRIBUTION16MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOF WICHITA FALLS BANCSHARES, INC.18UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS43LEGAL MATTERS49EXPERTS49INDEX TO FINANCIAL STATEMENTS50 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3 that we filed with the SEC using a “shelf” registration orcontinuous offering process. Under the shelf registration process, the selling stockholders may offer and sell, from time to time andin one or more offerings, the shares described in this prospectus. When a selling stockholder makes an offer of the shares underthis prospectus, a prospectus supplement, if required, may also be distributed that will contain specific information about the termsof the offering. Any required prospectus supplement may also add, update or change information contained in this prospectus. Before buying any of shares of our common stock, you should carefully read this prospectus and any supplement to thisprospectus, together with the information and documents incorporated herein by reference and described under the headings“Where You Can Find More Information” and “Incorporation by Reference of Certain Documents.” These documents containimportant information that you should consider when making your investment decision. You should rely only on the informationcontained in or incorporated by reference into this prospectus, any prospectus supplement and any free writing prospectus preparedby or on behalf of us or to which we have referred you. In this prospectus, unless the context req