Investar Holding Corp美股招股说明书(2025-09-23版)

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT To the Shareholders of Investar Holding Corporation and Wichita Falls Bancshares, Inc.: On July 1, 2025, Investar Holding Corporation, or “Investar,” and Wichita Falls Bancshares, Inc., or “WFB,” entered into an Agreementand Plan of Merger, which we refer to as the “merger agreement,” which provides for the combination of the two companies. Under themerger agreement, WFB will merge with and into Investar, with Investar as the surviving corporation, in a transaction we refer to as the“merger.” After completion of the merger, First National Bank, WFB’s wholly-owned banking subsidiary, will merge with and into InvestarBank, N.A., Investar’s wholly-owned banking subsidiary, with Investar Bank as the surviving bank, in a transaction we refer to as the “bankmerger.” The merger will combine two community banks with a history of service, alignment of culture and common commitment toenhancing shareholder value. Under the merger agreement, Investar will issue an aggregate of 3,955,334 shares of Investar common stock (the “stock consideration”)and cash consideration of $7.2 million (the “cash consideration” and, together with the stock consideration, the “merger consideration”),subject to certain adjustments, in exchange for all of the shares of WFB common stock issued and outstanding immediately prior to theeffective time of the merger. Although the aggregate number of shares of Investar common stock that WFB shareholders will receive is fixed, subject to certainexceptions, the market value of the stock consideration will fluctuate with the market price of Investar common stock and will not be known atthe time WFB or Investar shareholders vote on the merger. Investar common stock is currently quoted on the Nasdaq Global Market under thesymbol “ISTR.” Based on the closing price of $19.32 per share of Investar common stock on June 30, 2025, the last full trading day before thepublic announcement of the merger, the stock consideration represented approximately $123.07 in value for each share of WFB commonstock outstanding on such date. Based on the closing price of $22.53per share of Investar common stock on September 17, 2025, the latestpracticable trading date prior to the printing of this joint proxy statement/prospectus, the stock consideration represented approximately$143.52in value per share of WFB common stock outstanding on such date, and, together with the cash consideration, the value of the mergerconsideration represented approximately $155.12in value per share of WFB common stock as of the same date. We urge you to obtain currentmarket quotations for the price of Investar common stock. Investar and WFB will each hold a special meeting of their respective shareholders in connection with the merger, and the shareholdersof Investar and WFB will be asked to vote to approve the merger agreement and related matters, as described in the attached joint proxystatement/prospectus. Investar will hold a special meeting of its shareholders on October 24, 2025, at 9:00 a.m.local time, at Investar Tower,10500 Coursey Boulevard, Third Floor, Baton Rouge, Louisiana 70816. WFB will hold a special meeting of its shareholders on October 23,2025, at 5:00 p.m.local time, at First National Bank, 3801 Fairway Boulevard, Wichita Falls, Texas 76310. Table of Contents YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF INVESTAR COMMON STOCKOR WFB COMMON STOCK YOU OWN.Whether or not you plan to attend the Investar special meeting or the WFB special meeting inperson, we encourage you to take the time to register your vote by completing and mailing the enclosed proxy card or voting by Internet ortelephone utilizing the instructions provided on the proxy card. Submitting a proxy now will NOT prevent you from being able to vote inperson at your shareholder meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how tovote in accordance with the voting instruction form you receive from your broker, bank or other nominee. Investar’s board of directors unanimously recommends that Investar shareholders vote“FOR”the Investar merger proposaland“FOR”the other matters to be considered at the Investar special meeting. WFB’s board of directors unanimously recommends that WFB shareholders vote“FOR”the WFB merger proposal and“FOR”the other matters to be considered at the WFB special meeting. The attached joint proxy statement/prospectus provides you with detailed information about the Investar special meeting, the WFBspecial meeting, the merger agreement, the merger and other related matters, andwe encourage you to carefully read this joint proxystatement/prospectus, including the“Risk Factors”section beginning on page 22,for a discussion of the risks relating to the proposedmerger.You can also obtain information about Investar from documents that it has filed with the Securities and Exchange Commission thatare incorporated into this