Table of Contents

As filed with the Securities and Exchange Commission on September 19, 2025

Registration No. 333-290225

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INVESTAR HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

10500 Coursey Boulevard

Baton Rouge, Louisiana 70816

(225) 227-2222

(Address, including zip code, and telephone number, including area, of registrant’s principal executive offices)

John J. D’Angelo

President and Chief Executive Officer

Investar Holding Corporation

10500 Coursey Boulevard

Baton Rouge, Louisiana 70816

(225) 227-2222

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies of all communications to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Exchange Act. (check one)

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 7(a)(2)(B) of the Securities Act.                                                                ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)         ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)         ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

Information in this joint proxy statement/prospectus is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY – SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 2025

JOINT PROXY STATEMENT/PROSPECTUS

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 Agreement and Plan of Merger, which we refer to as the “merger agreement,” which provides for the combination of the two companies. Under the merger 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 Investar Bank, N.A., Investar’s wholly-owned banking subsidiary, with Investar Bank as the surviving bank, in a transaction we refer to as the “bank merger.” The merger will combine two community banks with a history of service, alignment of culture and common commitment to enhancing 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 the effective time of the merger.

Although the aggregate number of shares of Investar common stock that WFB shareholders will receive is fixed, subject to certain exceptions, the market value of the stock consideration will fluctuate with the market price of Investar common stock and will not be known at the time WFB or Investar shareholders vote on the merger. Investar common stock is currently quoted on the Nasdaq Global Market under the symbol “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 the public announcement of the merger, the stock consideration represented approximately $123.07 in value for each share of WFB common stock outstanding on such date. Based on the closing price of $22.53 per share of Investar common stock on September 17, 2025, the latest practicable trading date prior to the printing of this joint proxy statement/prospectus, the stock consideration represented approximately $143.52 in value per share of WFB common stock outstanding on such date, and, together with the cash consideration, the value of the merger consideration represented approximately $155.12 in value per share of WFB common stock as of the same date. We urge you to obtain current market 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 shareholders of Investar and WFB will be asked to vote to approve the merger agreement and related matters, as described in the attached joint proxy statement/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.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF INVESTAR COMMON STOCK OR WFB COMMON STOCK YOU OWN. Whether or not you plan to attend the Investar special meeting or the WFB special meeting in person, we encourage you to take the time to register your vote by completing and mailing the enclosed proxy card or voting by Internet or telephone utilizing the instructions provided on the proxy card. Submitting a proxy now will NOT prevent you from being able to vote in person at your shareholder meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote 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 proposal and “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 WFB special meeting, the merger agreement, the merger and other related matters, and we encourage you to carefully read this joint proxy statement/prospectus, including the “Risk Factors” section beginning on page 22, for a discussion of the risks relating to the proposed merger. You can also obtain information about Investar from documents that it has filed with the Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference.

On behalf of our respective boards of directors, we appreciate your attention to this important matter.

Sincerely,

John J. D’Angelo	Sam Beard
President and Chief Executive Officer	Chairman
Investar Holding Corporation	Wichita Falls Bancshares, Inc

None of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (which we refer to as the “FDIC”), the Office of the Comptroller of the Currency, any state securities commission or any bank or other regulatory agency has approved or disapproved the securities to be issued in the merger or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The shares of Investar common stock to be issued in the merger are not deposits or savings accounts or other obligations of any bank, and are not insured by the FDIC or any other governmental agency.

The date of this joint proxy statement/prospectus is September 23, 2025, and it is first being mailed or otherwise delivered to Investar shareholders and WFB shareholders on or about September 23, 2025.

WICHITA FALLS BANCSHARES, INC.
3801 Fairway Boulevard
Wichita Falls, Texas 76310

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 23, 2025

To the shareholders of Wichita Falls Bancshares, Inc.:

NOTICE IS HEREBY GIVEN that Wichita Falls Bancshares, Inc. (which we refer to as “WFB”) will hold a special meeting of its shareholders on October 23, 2025 at First National Bank, 3801 Fairway Boulevard, Wichita Falls, Texas 76310, at 5:00 p.m., local time, to consider and vote upon the following matters:

The WFB board of directors has fixed the close of business on September 2, 2025 as the record date for the WFB special meeting. Only WFB shareholders of record at the close of business on the record date are entitled to notice of, to attend, and to vote at, the WFB special meeting and any adjournment or postponement of the WFB special meeting.

The affirmative vote of the holders of at least two-thirds of the outstanding shares of WFB common stock entitled to vote thereon is required to approve the WFB merger proposal. Approval of the WFB adjournment proposal (if necessary or appropriate) requires the approval of a majority of the votes cast at the WFB special meeting.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF WFB COMMON STOCK YOU OWN. Whether or not you plan to attend the WFB special meeting in person, we encourage you to take the time to register your vote by completing and mailing the enclosed proxy card or voting by Internet or telephone utilizing the instructions provided on the proxy card. Submitting a proxy now will NOT prevent you from being able to vote in person at your shareholder meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

WFB shareholders are entitled to dissenters’ rights under the provisions of the Texas Business Organizations Code (which we refer to as the “TBOC”) in connection with the proposed merger. If the merger is completed, shareholders perfecting their dissenters’ rights are entitled, if they have complied with the provisions of the TBOC regarding rights of dissenting shareholders, to be paid the “fair value” of their shares in cash, as provided in the relevant sections of the TBOC. A copy of the applicable statutory provisions of the TBOC is included with the accompanying joint proxy statement/prospectus as Annex D, and a summary of the provisions can be found under the section of the joint proxy statement/prospectus entitled “The Merger—Dissenters’ Rights.” It is a condition to Investar’s obligation to consummate the merger that holders of no more than 10.0% of the outstanding shares of WFB common stock exercise dissenters’ rights.

The WFB board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the termination of the WFB Shareholders’ Agreement, and unanimously recommends that WFB shareholders vote “FOR” the WFB merger proposal and “FOR” the WFB adjournment proposal (if necessary or appropriate).

The joint proxy statement/prospectus accompanying this notice provides you with detailed information about the WFB special meeting, the merger agreement, the merger and other related matters. We encourage you to carefully read this joint proxy statement/prospectus, including the attached annexes and any documents incorporated into this joint proxy statement/prospectus by reference.

BY ORDER OF THE BOARD OF DIRECTORS   Sam Beard Chairman Wichita Falls Bancshares, Inc.

Wichita Falls, Texas

September 23, 2025

INVESTAR HOLDING CORPORATION
10500 Coursey Boulevard, 3^rd Floor
Baton Rouge, Louisiana 70816

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 24, 2025

To the shareholders of Investar Holding Corporation:

NOTICE IS HEREBY GIVEN that Investar Holding Corporation (which we refer to as “Investar”) will hold a special meeting of its shareholders on October 24, 2025, at Investar Tower, 10500 Coursey Boulevard, Third Floor, Baton Rouge, Louisiana 70816, at 9:00 a.m., local time, to consider and vote upon the following matters:

The Investar board of directors has fixed the close of business on September 2, 2025 as the record date for the Investar special meeting. Only Investar shareholders of record at the close of business on the record date are entitled to notice of, to attend, and to vote at, the Investar special meeting and any adjournment or postponement of the Investar special meeting.

The affirmative vote of the holders of at least two-thirds of the outstanding shares of Investar common stock present in person or by proxy at the Investar special meeting or of a majority of the outstanding shares of Investar common stock, whichever is greater, is required to approve the Investar merger proposal. A majority of the votes cast at the Investar special meeting is required to approve the Investar adjournment proposal (if necessary or appropriate). Investar has determined that Investar shareholders are not entitled to appraisal rights under Louisiana law in connection with the merger.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF INVESTAR COMMON STOCK YOU OWN. Whether or not you plan to attend the Investar special meeting in person, we encourage you to take the time to register your vote by completing and mailing the enclosed proxy card or voting by Internet or telephone utilizing the instructions provided on the proxy card. Submitting a proxy now will NOT prevent you from being able to vote in person at your shareholder meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The Investar board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Investar common stock as merger consideration, and unanimously recommends that Investar shareholders vote “FOR” the Investar merger proposal and “FOR” the Investar adjournment proposal (if necessary or appropriate).

The joint proxy statement/prospectus accompanying this notice provides you with detailed information about the Investar special meeting, the merger agreement, the merger and other related matters. We encourage you to carefully read this joint proxy statement/prospectus, including the attached annexes and any documents incorporated into this joint proxy statement/prospectus by reference.

BY ORDER OF THE BOARD OF DIRECTORS   John J. D’Angelo President and Chief Executive Officer Investar Holding Corporation

Baton Rouge, Louisiana

September 23, 2025

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed by Investar with the Securities and Exchange Commission (which we refer to as the “SEC”) (File No. 333-290225) under the Securities Act of 1933, which we refer to as the Securities Act, constitutes a prospectus of Investar with respect to the shares of Investar common stock to be issued to WFB shareholders in connection with the proposed merger. This document also constitutes a proxy statement of each of Investar and WFB in connection with their respective special meetings of shareholders. This document also provides notice of the special meeting of Investar and WFB in accordance with state law with respect to their special meetings at which shareholders will consider and act on the proposals described in the respective notices. In this document, unless the context requires otherwise, references to “we,” “us,” and “our” are to Investar and WFB, collectively, and “you” refers to the shareholder of Investar or WFB to which this document relates.

We have not authorized anyone to provide you with information different from that contained in or incorporated by reference into this document or in any supplement to this document, and we do not take any responsibility for any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained in this document or any supplement to this document is accurate as of any date other than the date on the front cover of those documents, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference.

This document does not constitute an offer to sell, or solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which, or to or from any person to or from whom, such offer or solicitation is unlawful. Except where the context otherwise indicates, information contained in this document regarding Investar has been provided by Investar, and information contained in this document regarding WFB has been provided by WFB.

ADDITIONAL INFORMATION

As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. Instead, this joint proxy statement/prospectus incorporates important business and financial information about Investar from documents filed by it with the SEC that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Investar, including a copy of the registration statement to which this joint proxy statement/prospectus relates, including any amendments, schedules and exhibits, at no cost from the SEC’s website at http://www.sec.gov or the address set forth below. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. See “Where You Can Find More Information” beginning on page 137 for more details.

You may also request copies of these documents, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting Investar at Investar Holding Corporation, 10500 Coursey Boulevard, 3^rd Floor, Baton Rouge, Louisiana 70816, Attn: Corporate Secretary, Telephone: (225) 227-2222.

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your respective company’s shareholder meeting, or October 17, 2025 if you are an Investar shareholder and October 16, 2025 if you are a WFB shareholder.

If you are an Investar shareholder and have questions about the Investar special meeting or this joint proxy statement/prospectus, or need help voting your shares of Investar common stock, you may contact John R. Campbell, at Investar by phone at (225) 227-2215, by email at john.campbell@investarbank.com or by physical writing at Investar Holding Corporation, Attn.: John R. Campbell, 10500 Coursey Boulevard, Baton Rouge, Louisiana 70816.

If you are an WFB shareholder and have questions about the WFB special meeting or this joint proxy statement/prospectus, or need help voting your shares of WFB common stock, you may contact Robert Faulkner, Vice President, at WFB by phone at (940) 696-3000, by email at rfaulkner@fnbtx.com or by physical writing at Wichita Falls Bancshares, Inc., Attn.: Robert Faulkner, 3801 Fairway Boulevard, Wichita Falls, Texas 76310.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following are answers to certain questions you may have regarding the merger, the Investar special meeting, and the WFB special meeting. We urge you to carefully read the remainder of this joint proxy statement/prospectus, including the annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all the information that might be important to you in determining how to vote.

A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A. We urge you to carefully read this joint proxy statement/prospectus and the merger agreement in their entirety.

This document serves as the joint proxy statement being used by WFB’s board of directors and Investar’s board of directors to solicit proxies from the holders of WFB common stock and Investar common stock, respectively, in connection with the respective special meetings. As such, this joint proxy statement contains information about, among other things, the WFB special meeting, the Investar special meeting, the proposals to be presented at each special meeting, the merger agreement and the merger, and certain other related matters.

This document is also a prospectus of Investar that is being delivered to WFB shareholders because Investar is offering shares of its common stock to WFB shareholders in connection with the merger.

This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the meetings, as well as about an investment in Investar common stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your special meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

Investar will not issue any fractional shares of Investar common stock in the merger. Instead, a WFB shareholder who otherwise would have received a fraction of a share of Investar common stock will receive an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (1) the fraction of a share (rounded to the nearest one thousandth of a share) of Investar common stock to which such shareholder would otherwise be entitled to receive by (2) the volume-weighted average trading price of Investar common stock during the five consecutive trading days immediately prior to closing (which we refer to as the “average closing price”).

Following the completion of the merger, former WFB shareholders are expected to own approximately 28.70% of the combined company based on the number of shares of Investar common stock outstanding as of September 17, 2025.

Investar Special Meeting: The Investar special meeting will be held on October 24, 2025, at Investar Tower, 10500 Coursey Boulevard, Third Floor, Baton Rouge, Louisiana 70816, at 9:00 a.m., local time.

Investar Special Meeting: All holders of Investar outstanding common stock who held shares at the close of business on September 2, 2025 (which we refer to as the “Investar record date”) are entitled to receive notice of, to attend and to vote at the Investar special meeting.

Shareholder approval of the WFB merger proposal is required for completion of the merger. WFB will transact no other business at the WFB special meeting, except for business properly brought before the WFB special meeting or any adjournment or postponement thereof.

Each director and certain executive officers of WFB and First National Bank (who collectively constitute approximately 16.9% of the outstanding WFB common stock based on the shares outstanding as of the WFB record date) have entered into voting agreements with Investar agreeing to, among other things, vote their shares of WFB common stock in favor of the merger agreement and the transactions contemplated thereby and against any acquisition proposals or any actions that would result in a breach of any covenant, representation or warranty of WFB in the merger agreement.

Shareholder approval of the Investar merger proposal is required for completion of the merger. Investar will transact no other business at the Investar special meeting, except for business properly brought before the Investar special meeting or any adjournment or postponement thereof.

WFB adjournment proposal: Approval of the WFB adjournment proposal, if presented, requires that the number of votes cast in favor of or “FOR” the WFB adjournment proposal exceeds the number of votes cast “AGAINST” the WFB adjournment proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the WFB adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal. WFB’s shareholders are not required to approve the WFB adjournment proposal in order for the merger to occur. If WFB’s shareholders fail to approve the WFB adjournment proposal, but approve the WFB merger proposal, the merger may nonetheless occur.

Investar adjournment proposal: Approval of the Investar adjournment proposal, if presented, requires that the number of votes cast in favor of or “FOR” the Investar adjournment proposal exceed the number of votes cast “AGAINST” the Investar adjournment proposal. An Investar shareholder who fails to vote in person or by proxy, fails to instruct his or her bank, broker or other nominee to vote, or marks “ABSTAIN” on his or her proxy card, with respect to the Investar adjournment proposal will not be deemed to have cast a vote, and it will have no effect on the proposal. If Investar’s shareholders fail to approve the Investar adjournment proposal, but approve the Investar merger proposal, the merger may nonetheless occur.

The Investar board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Investar common stock as merger consideration, and unanimously recommends that Investar shareholders vote “FOR” the Investar merger proposal and “FOR” the Investar adjournment proposal, if presented.

If you are a holder of record of WFB common stock as of September 2, 2025, the WFB record date, you may submit your proxy before the WFB special meeting in any of the following ways:

If you are a shareholder of record of Investar as of September 2, 2025, the Investar record date, you may submit your proxy before the Investar special meeting in any of the following ways:

If you intend to submit your proxy by mail, your completed proxy card must be received prior to your respective company’s shareholder meeting. Investar shareholders who intend to submit a proxy by telephone or via the internet must do so by 11:59 p.m. Eastern time on the day before your special meeting. WFB shareholders who intend to submit a proxy by telephone or via the internet must do so by 4:00 p.m. Eastern time on the day of your special meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name,” you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to vote your shares in person at the relevant company’s shareholder meeting.

You may also cast your vote in person at your respective company’s shareholder meeting. If you plan to attend your respective company’s shareholder meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. Whether or not you intend to be present at your shareholder meeting, you are urged to complete, sign, date and return the enclosed proxy card to WFB or Investar, as applicable, in the enclosed postage-paid envelope or submit a proxy by telephone or via the internet as described on the enclosed instructions as soon as possible. For information about changing your vote or revoking a proxy, see “Can I change my vote?” below.

Because, under Texas law, the WFB merger proposal must be approved by the affirmative vote of at least two-thirds of the outstanding shares entitled to vote, an abstention, a broker non-vote or the failure of a shareholder to tender a vote will have the same effect as a vote “AGAINST” the WFB merger proposal.

Similarly, in the case of the Investar merger proposal, under the applicable voting standard, an abstention and a broker non-vote will, and the failure of a shareholder to tender a vote may, have the same effect as a vote “AGAINST” the Investar merger proposal.

However, abstentions, broker non-votes as well as the failure of a shareholder to tender a vote are not treated as votes cast and, thus, will have no effect on the WFB adjournment proposal or the Investar adjournment proposal.

Investar shareholders: Yes. If you are the record holder of your Investar shares, you may revoke your proxy in any one of four ways: (1) you may submit another properly completed proxy card bearing a later date which is received by Investar prior to the special meeting; (2) you may send a written notice which is received prior to the special meeting that you are revoking your proxy to: John R. Campbell, Investar Holding Corporation, 10500 Coursey Boulevard, Baton Rouge, Louisiana 70816; (3) you may cast a new vote by telephone or via the internet at any time before 11:59 p.m. Eastern time on the day before the Investar special meeting; or (4) you may attend the special meeting and notify the election officials at any time prior to polls closing that you wish to revoke your proxy and vote in person. However, your attendance at the special meeting will not, by itself, revoke your proxy.

If your shares are held in street name by your broker, bank or other agent as your nominee, you should follow the instructions provided by your broker, bank or other agent.

Assuming the merger so qualifies, a U.S. holder of WFB common stock will recognize gain (but not loss) in an amount equal to the lesser of: (i) the amount, if any, by which the cash (excluding cash received in lieu of a fractional share) and the fair market value of the Investar common stock received by such shareholder exceeds the adjusted tax basis in such shareholder’s WFB common stock exchanged therefor, and (ii) the amount of cash received by such shareholder.  With respect to any cash received in lieu of a fractional share of Investar common stock, a U.S. holder generally would also recognize gain or loss equal to the difference between the amount of cash received and his or her aggregate tax basis allocable to the fractional share of Investar common stock.

See the section of this joint proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 134 for a general discussion of the material U.S. federal income tax consequences of the merger. The U.S. federal income tax consequences described above may not apply to all WFB shareholders. In addition, you may be subject to state, local or non-U.S. tax laws that are not discussed in this joint proxy statement/prospectus. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. You should therefore consult your own tax advisor to determine the tax consequences of the merger to you.

Investar shareholders: If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of Investar common stock, please contact John R. Campbell by phone at (225) 227-2215 or by email to john.campbell@investarbank.com.

SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in or incorporated by reference into this joint proxy statement/prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the financial condition, results of operations, earnings outlook and business plans, goals, expectations and prospects of Investar, WFB, and the combined company following the proposed merger and statements for periods after the merger. Words such as “anticipate,” “believe,” “feel,” “expect,” “estimate,” “indicate,” “seek,” “strive,” “plan,” “intend,” “outlook,” “forecast,” “project,” “position,” “target,” “mission,” “contemplate,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “outcome,” “continue,” “remain,” “maintain,” “trend,” “objective” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to Investar, WFB, the proposed merger, or the combined company following the merger often identify forward-looking statements, although not all forward-looking statements contain such words.

These forward-looking statements are predicated on the beliefs and assumptions of management based on information known to management as of the date of this joint proxy statement/prospectus and do not purport to speak as of any other date. Forward-looking statements may include descriptions of the expected benefits and costs of the transaction; forecasts of revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries; management plans relating to the merger; the expected timing of the completion of the merger; the ability to complete the merger; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future or past operations, including the execution of integration plans; any statements of expectation or belief and any statements of assumptions underlying any of the foregoing.

Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated by the forward-looking statements or historical results. In addition to factors previously disclosed in Investar’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements:

Any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, are subject to the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any document incorporated by reference in this joint proxy statement/prospectus. Investar and WFB do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made, unless and only to the extent otherwise required by law. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to Investar, WFB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/prospectus.

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statements Regarding Forward-Looking Statements,” and the matters discussed under the caption “Risk Factors” in the Annual Report on Form 10-K of the year ended December 31, 2024 filed by Investar, you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this joint proxy statement/prospectus.

Because of the fixed number of shares to be issued in the merger, and the fluctuation of the market price of Investar common stock, WFB shareholders cannot be certain of the value of the per share stock consideration they will receive.

Upon completion of the merger, except for shares held by WFB shareholders who properly exercise their dissenting shareholder rights, each outstanding share of WFB common stock will be converted into the right to receive the per share merger consideration, a portion of which will consist of shares of Investar common stock. The market value of Investar common stock at the effective time of the merger will vary from the market value on the date we announced the merger, on the date that this joint proxy statement/prospectus is mailed, and on the date of the WFB shareholder meeting. Any change in the market price of Investar common stock prior to the completion of the merger will affect the market value of the stock consideration that WFB shareholders are entitled to receive in the merger.

The market price of Investar common stock could fluctuate due to changes in sentiment in the market regarding Investar’s operations or business prospects, including market sentiment regarding Investar’s entry into the merger agreement. Changes in market price may also result from a variety of factors that are beyond the control of Investar or WFB, including but not limited to general market and economic conditions; changes in their respective businesses, operations and prospects, or other companies with whom Investar or WFB competes or that investors consider comparable; and regulatory considerations. At the time of the WFB special meeting, WFB shareholders will not know the precise market value of the stock consideration they would be entitled to receive at the effective time of the merger. WFB shareholders should obtain current quotations for Investar common stock before voting their shares at the WFB special meeting.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that Investar does not anticipate or cannot be met.

Before the merger of Investar Bank and First National Bank may be completed, the parties must obtain the prior approval of the OCC. In addition, the Federal Reserve must either approve the merger of Investar and WFB or waive the application and prior approval requirements for such transaction. Other approvals, waivers or consents may also be required. In determining whether to grant these approvals or waivers, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described in “The Merger– Regulatory Approvals Required for the Merger,” beginning on page 70. An adverse development in any party’s regulatory standing or an adverse finding under any of the factors could result in an inability to obtain the requisite approval or waiver or could result in a delay in agency action. In addition, regulators may impose conditions on the completion of the merger or require changes to the terms of the merger. Although we do not currently expect that any such conditions or changes would be imposed, we cannot assure you that they will not be, and such conditions or changes could have the effect of delaying or preventing completion of the merger or imposing additional costs on or limiting the revenues of Investar following the merger. Neither party is obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger impose any burdensome condition on Investar or WFB, as described more fully in “The Merger Agreement – Covenants and Agreements - Regulatory Matters,” beginning on page 81.

If the conditions to the merger are not met or waived, or the merger agreement is terminated, the merger will not occur, which could negatively impact Investar and WFB.

The merger is subject to customary conditions that must be satisfied or waived, to the extent permitted by law, in order for the merger to be completed, including the receipt of the approvals of the merger agreement by the holders of WFB common stock and Investar common stock and the receipt or waiver of all required regulatory approvals. Please see “The Merger Agreement – Conditions to Complete the Merger,” beginning on page 85, for a more complete discussion of the conditions to completion of the merger. Various factors, including factors outside of either party’s control, could cause a party to fail to satisfy one or more of its closing conditions, and, accordingly, the merger may not be completed.

The merger agreement may also be terminated by either party under certain other circumstances, and the parties can mutually decide to terminate the merger agreement, at any time prior to the effective time of the merger, even if the merger agreement and the transactions contemplated by the agreement have already been approved by the WFB shareholders and the Investar shareholders. Please see “The Merger Agreement – Termination of the Merger Agreement,” beginning on page 87, for a more complete discussion of the circumstances in which the merger agreement may be terminated.

If the merger agreement is terminated, there may be various consequences. For example, Investar’s or WFB’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger, or the price of Investar or WFB common stock could decline to the extent that the current price reflects a market assumption that the merger will be completed. Also, both parties will have incurred substantial expenses in connection with the proposed merger without realizing the benefits of the merger. If the merger agreement is terminated and the WFB board of directors seeks another merger or business combination, WFB shareholders cannot be certain that WFB will be able to find a party willing to pay equivalent or greater consideration than that which Investar has agreed to pay in the merger. If the merger agreement is terminated under certain circumstances, WFB will be required to pay to Investar a termination fee of $3.3 million. For a more complete description of this termination fee, please see “The Merger Agreement Termination Fee,” beginning on page 88. In addition, the reputation of Investar as an acquirer may be harmed and, as a result, it may make it more difficult for Investar to consummate future acquisitions.

The fairness opinions delivered to Investar and WFB by their respective financial advisors prior to signing the merger agreement will not reflect changes in circumstances after the dates of such opinions.

The opinion of Olsen Palmer as to the fairness, from a financial point of view, of the per share merger consideration to be received by the holders of WFB common stock in the merger was delivered to the WFB board of directors and dated June 24, 2025. The opinion of Janney as to the fairness, from a financial point of view, to the shareholders of Investar of the merger consideration to be paid to the shareholders of WFB was delivered to the Investar board of directors and dated June 24, 2025. Each opinion speaks as of the date the opinion was rendered and does not speak as of the date of this joint proxy statement/prospectus, the time that the merger will be completed or as of any other date than the date of such opinion. In addition, neither opinion has been updated as of the date of this joint proxy statement/prospectus, and we do not expect either opinion to be updated at, or prior to, the effective time of the merger. Changes in the operations and prospects of Investar and WFB, general market and economic conditions and other factors that may be beyond the control of Investar and WFB may alter the value of Investar or WFB or the prices of shares of Investar common stock or WFB common stock by the time the merger is completed. Management of WFB is not aware of any material changes in WFB’s or Investar’s operations or performance since the delivery of the Olsen Palmer fairness opinions or that are anticipated to occur before the WFB special meeting or before the merger is completed, and management of Investar is not aware of any material changes in Investar’s or WFB’s operations or performance since the delivery of the Janney opinion or that are anticipated to occur before the Investar special meeting or before the merger is completed. A copy of the Olsen Palmer and Janney fairness opinions is included as Annex B and Annex C, respectively, to this joint proxy statement/prospectus. For a description of the opinion that WFB received from its financial advisor, please see “The Merger – Opinion of WFB’s Financial Advisor” beginning on page 50. For a description of the opinion that Investar received from its financial advisor, please see “The Merger – Opinion of Investar’s Financial Advisor” beginning on page 60.

If the merger is not completed, Investar and WFB will have incurred substantial expenses without realizing the expected benefits of the merger and may experience negative reactions to the termination of the merger from third parties.

Investar and WFB each have incurred and expect to continue to incur substantial costs in connection with the negotiation and completion of the merger and combining the businesses and operations of the two companies, and additional unanticipated transaction- and merger-related costs may be incurred prior to or following the consummation of the merger. If the merger is not completed, each party will have to recognize these expenses without realizing the expected benefits of the merger. In addition, if the merger is not completed, Investar and/or WFB experience negative reactions to the termination of the merger from customers, depositors, investors, vendors and others.

The merger agreement limits WFB’s ability to pursue alternatives to the merger.

The merger agreement contains non-solicitation provisions that generally restrict WFB and its representatives from initiating, soliciting, knowingly inducing or encouraging or knowingly facilitating the making of any offers with respect to, and from engaging or participating in negotiations with any person concerning, any competing acquisition proposals, subject to certain specified exceptions. Please see “The Merger Agreement – Covenants and Agreements – Agreement Not to Solicit Other Offers” beginning on page 81 for further information. In addition, the merger agreement provides that WFB will be required to pay a termination fee in the amount of $3.3 million in the event that the merger agreement is terminated under certain circumstances, including circumstances involving a competing acquisition proposal. Please see “The Merger Agreement – Termination Fee,” beginning on page 86. These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of WFB from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share value than that proposed in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price to acquire WFB than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the merger agreement.

Investar and WFB will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Investar or WFB. These uncertainties may impair the ability of Investar or WFB to attract, retain and motivate strategic personnel until the merger is consummated, and could cause customers and others that deal with Investar or WFB to seek to change existing business relationships. Experienced employees in the financial services industry are in high demand, and competition for their talents can be intense. Employees of WFB and Investar may experience uncertainty about their future role with Investar following the merger until, or even after, strategies with regard to the combined company are announced or executed. If any key employees of Investar or WFB depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Investar following the merger, WFB’s and Investar’s respective businesses could be harmed whether or not the merger is ultimately consummated. In addition, subject to certain exceptions, WFB has agreed to operate its business in the ordinary course, and to comply with certain other operational restrictions, prior to closing the merger. Investar has also agreed, although to a lesser extent, to certain contractual restrictions. See “The Merger Agreement – Covenants and Agreements – Conduct of Business Prior to the Completion of the Merger” beginning on page 75 for a summary description of the restrictive covenants.

The merger with WFB may distract Investar’s management from its other responsibilities.

The acquisition of WFB could cause Investar’s management to focus its time and energies on matters related to the acquisition that otherwise would be directed to the business and operations of Investar. Any such distraction on the part of management, if significant, could affect its ability to service existing business and develop new business and adversely affect the business and earnings of Investar.

The merger may fail to qualify as a “reorganization” within the meaning of section 368(a) of the Code.

Each of Investar and WFB intends and expects the merger to qualify as a “reorganization” within the meaning of section 368(a) of the Code and the obligation of each of Investar and WFB to complete the merger is conditioned upon the receipt by each company of a U.S. federal income tax opinion from its legal counsel that concludes that the merger will qualify as a reorganization. These tax opinions represent the legal judgment of counsel rendering the opinion and are not binding on the IRS or the courts. If the merger were to fail to qualify as a reorganization within the meaning of section 368(a) of the Code, then the consequences to holders of WFB common stock would be materially different than as described in this joint proxy statement/prospectus, and WFB shareholders would likely recognize gain or loss on each share of WFB common stock exchanged for Investar common stock in the amount of the difference between the fair market value of the merger consideration and the shareholder’s adjusted tax basis in the WFB common stock. For a discussion of the U.S. tax consequences of the merger, please see “Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 136.

We may be subject to claims and litigation relating to the merger that could prevent or delay the completion of the merger.

Any lawsuits filed in connection with the proposed merger could prevent or delay completion of the merger and result in substantial costs to WFB and Investar, including any costs associated with indemnification of individuals subject to such lawsuits. The defense or settlement of any lawsuit or claim that may be filed seeking remedies against WFB, its board of directors, or Investar or its board of directors, could prevent or delay the completion of the merger, which could negatively impact WFB, Investar or the combined company.

Some of WFB’s executive officers and directors have interests in the merger in addition to or different from the interests of WFB shareholder’s generally.

Some of WFB’s executive officers participated in negotiations of the merger agreement with Investar, and the WFB board of directors approved the merger agreement and is recommending that WFB shareholders vote to approve the merger agreement. In considering these facts and the other information included in or incorporated by reference into this joint proxy statement/prospectus, you should be aware that some of WFB’s executive officers and directors have economic interests in the merger that are different from or in addition to the interests that they share with WFB shareholders generally. These interests and arrangements may create potential conflicts of interest. The WFB board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement and the amendment and in recommending that holders of WFB common stock vote in favor of approving the WFB merger proposal. For a more complete description of these interests, please see “The Merger – Interests of WFB’s Directors and Executive Officers in the Merger,” beginning on page 66.

Investar and WFB may waive one or more conditions to the merger without re-soliciting shareholder approval.

Each of the conditions to the obligations of Investar and WFB to complete the merger may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of Investar and WFB if the condition is a condition to both parties’ obligation to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. The boards of directors of Investar and WFB may evaluate the materiality of any such waiver to determine whether amendment of this joint proxy statement/prospectus and re-solicitation of proxies are necessary. Investar and WFB, however, generally do not expect any such waiver to be significant enough to require re-solicitation of shareholders. In the event that any such waiver is not determined to be significant enough to require re-solicitation of shareholders, the companies will have the discretion to complete the merger without seeking further shareholder approval.

Investar may be unable to successfully retain Investar and/or WFB personnel after the merger is completed.

The success of the merger will depend in part on Investar’s ability to retain the talents and dedication of key employees currently employed by Investar and WFB. It is possible that these employees may decide not to remain with Investar and WFB, as applicable, while the merger is pending or with Investar after the merger is consummated. If key employees terminate their employment or if an insufficient number of employees is retained to maintain effective operations, Investar’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating WFB to hiring suitable replacements, all of which may cause Investar’s business to suffer. In addition, Investar and WFB may not be able to locate suitable replacements for any key employees who leave either company or to offer employment to potential replacements on reasonable terms.

WFB shareholders will experience a reduction in percentage ownership and voting power as a result of the merger and will have less influence on the management and policies of Investar than they have on WFB before the merger.

Upon completion of the merger, holders of WFB common stock will become holders of Investar common stock, with a percentage ownership and voting power in Investar that is much smaller than the shareholder’s percentage ownership and voting power in WFB prior to the merger. Based on the number of shares of Investar common stock and WFB common stock currently outstanding, current WFB shareholders are expected to own approximately 28.70% of the combined company (without giving effect to any shares of Investar common stock held by WFB shareholders prior to the merger). Consequently, WFB shareholders will have significantly less influence on the management and policies of Investar after the merger than they now have on the management and policies of WFB.

Shares of Investar common stock to be received by WFB shareholders as a result of the merger will have rights different from the shares of WFB common stock.

Upon completion of the merger, holders of WFB common stock will become holders of Investar common stock, and their rights as holders of Investar common stock will be governed by the Restated Articles of Incorporation, as amended (which we refer to as the “articles of incorporation”) and the Amended and Restated By-laws (which we refer to as the “bylaws”) of Investar, the Louisiana Business Corporation Act (which we refer to as the “LBCA”) and the rules and regulations applicable to public companies. The rights associated with Investar common stock are different from the rights associated with WFB common stock. Please see “Comparison of Shareholders’ Rights” beginning on page 128 for a discussion of the different rights associated with Investar common stock.

Investar’s and WFB’s pro forma condensed combined consolidated financial information is preliminary and the actual financial condition and results of operations of Investar following the merger may differ materially.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Investar’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined consolidated financial information reflects adjustments, which are based on preliminary estimates, to record the WFB identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation in this joint proxy statement/prospectus is preliminary, and the final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of WFB as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. For more information, see “Unaudited Pro Forma Condensed Combined Consolidated Financial Statements” beginning on page 27.

Integrating Investar and WFB may be more difficult, costly or time consuming than expected, and the anticipated benefits and cost savings of the merger may not be realized.

Investar and WFB have operated, and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on Investar’s ability to successfully integrate the businesses of Investar and WFB in a manner that permits growth opportunities and does not materially disrupt WFB’s existing customer and employee relationships nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect Investar’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect Investar’s ability to successfully conduct its business, which could have an adverse effect on Investar’s financial results and the value of Investar common stock. If Investar experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Investar and/or WFB to lose customers or cause customers to remove their accounts from Investar and/or WFB and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Investar and WFB during this transition period and on Investar for an undetermined period after completion of the merger. In addition, the actual cost savings or benefits of the merger could be less than anticipated.

The market price of Investar common stock after the merger may be affected by factors different from those affecting WFB common stock or Investar common stock currently.

Upon completion of the merger, holders of WFB common stock will become holders of Investar common stock. Investar’s business differs in important respects from that of WFB, and, accordingly, the results of operations of Investar and the market price of Investar common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Investar and WFB. For a discussion of the business of Investar and of certain factors to consider in connection with the business of Investar, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under “Where You Can Find More Information,” beginning on page 137, including, in particular, the section titled “Risk Factors” in Investar’s Annual Report on Form 10-K for the year ended December 31, 2024. For a discussion of the business of WFB, please see “Information About WFB” on page 91.

The market price of the combined company’s common stock may decline as a result of the merger.

The market price of the combined company’s common stock may decline as a result of the merger if the combined company does not achieve the perceived benefits of the merger or the effect of the merger on the combined company’s financial results is not consistent with the expectations of financial or industry analysts. In addition, upon completion of the merger, Investar and WFB shareholders will own interests in a combined company operating an expanded business with a different mix of assets, risks and liabilities. Current Investar and WFB shareholders may not wish to continue to invest in the combined company, or for other reasons may wish to dispose of some or all of their shares of the combined company.

Risks Relating to Investar’s Business

You should read and consider risk factors specific to Investar’s business that will also affect Investar after the merger. These risks are described in the sections titled “Risk Factors” in Investar’s Annual Report on Form 10-K for the year ended December 31, 2024, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see “Where You Can Find More Information,” beginning on page 137, for the location of information incorporated by reference into this joint proxy statement/prospectus.

INVESTAR SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth selected historical consolidated financial data for Investar as of and for the six months ended June 30, 2025 and 2024, and as of and for each of the five years ended December 31, 2024. The summary historical consolidated financial data as of and for each of the five years ended December 31, 2024 were derived from Investar’s audited consolidated financial statements contained in Annual Reports on Form 10-K that Investar has previously filed with the SEC. The summary historical consolidated financial data as of and for the six months ended June 30, 2025 and 2024 were derived from Investar’s unaudited consolidated financial statements contained in Quarterly Reports on Form 10-Q that Investar has previously filed with the SEC. Investar’s historical results are not necessarily indicative of the results that may be expected for any future period, and the results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results to be achieved by Investar for all of 2025 or for any other period.

WFB SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth selected historical consolidated financial data for WFB as of and for the six months ended June 30, 2025 and 2024, and as of and for each of the five years ended December 31, 2024. The summary historical consolidated financial data as of and for each of the five years ended December 31, 2024 were derived from WFB’s audited consolidated financial statements. The summary historical consolidated financial data as of and for the six months ended June 30, 2025 and 2024 were derived from WFB’s unaudited consolidated financial statements. WFB’s historical results are not necessarily indicative of the results that may be expected for any future period, and the results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results to be achieved by WFB for all of 2025 or for any other period.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introductory Note to Unaudited Pro Forma Condensed Combined Consolidated Financial Information

The following unaudited pro forma combined consolidated balance sheet as of June 30, 2025, and the unaudited pro forma condensed combined consolidated statements of income for the six months ended June 30, 2025, and the year ended December 31, 2024, have been prepared to show the impact on our historical financial position and results of operations of the following transactions:

The unaudited pro forma condensed combined balance sheet as of June 30, 2025 is presented as if the merger with WFB had occurred on June 30, 2025. The unaudited pro forma combined consolidated statements of income for the year ended December 31, 2024 and the six months ended June 30, 2025 are presented as if the merger and transactions that occurred therewith had occurred on January 1, 2024. The unaudited pro forma combined condensed consolidated financial statements give effect to the acquisition of WFB as a business combination under GAAP. Accordingly, all assets and liabilities were recorded at estimated fair value. Pro forma adjustments are included only to the extent they are (1) directly attributable to the acquisition, (2) factually supportable and (3) with respect to the unaudited pro forma combined statement of income, expected to have a continuing impact on the combined results. The pro forma adjustments are based on estimates made for the purpose of preparing these pro forma statements and are described in the accompanying notes. Investar management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances.

The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after further valuation analyses under GAAP are performed with respect to the fair values of certain tangible and intangible assets and liabilities as of the date of acquisition. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. In addition, the pro forma financial statements do not include the effects of any potential cost savings which management believes will result from combining certain operating procedures.

We anticipate that the acquisition of WFB will provide the combined company with the ability to better serve its customers, reach new customers and reduce operating expenses. In addition, certain subjective estimates have been utilized in determining the pro forma adjustments applied to the historical results of operations of WFB. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had WFB and Investar been combined during these periods.

The unaudited pro forma combined condensed consolidated financial information has been derived from, and should be read in conjunction with, Investar historical consolidated financial statements and related notes and those of WFB. 

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2025

See accompanying notes to the unaudited pro forma condensed combined financial statements.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2025