Form 8-K

8-K — Investar Holding Corp

Accession: 0001437749-26-010364

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001602658

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Financial Statements and Exhibits

Documents

8-K — istr20260320_8k.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (ex_936651.htm)

EX-99.1 — EXHIBIT 99.1 (ex_935434.htm)

EX-99.2 — EXHIBIT 99.2 (ex_935435.htm)

EX-99.3 — EXHIBIT 99.3 (ex_935436.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: istr20260320_8k.htm · Sequence: 1

istr20260320_8k.htm

false

0001602658

2026-03-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 30, 2026

Investar Holding Corporation

(Exact name of registrant as specified in its charter)

Louisiana

001-36522

27-1560715

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10500 Coursey Boulevard

Baton Rouge, Louisiana 70816

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (225) 227-2222

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1.00 par value per share

ISTR

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Introductory Note

On June 30, 2025, Investar Holding Corporation (“Investar”) entered into a Securities Purchase Agreement with certain institutional and other accredited investors relating to the sale by Investar in a private placement offering (the “Private Placement”) of an aggregate of 32,500 shares of its newly designated 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock (“Series A Preferred Stock”). In connection with the Private Placement, Investar agreed generally to register the resale of the common stock issuable upon conversion of the Series A Preferred (the “Resale”). On September 17, 2025, the registration statement with respect to the Resale was declared effective, and the final prospectus with respect to the Resale was filed with the Securities and Exchange Commission on September 18, 2025 (the “Final Prospectus”). This Current Report on Form 8-K is being filed for the purpose of updating certain financial and other information contained in the Final Prospectus relating to Wichita Falls Bancshares, Inc. (“WFB”), and the merger of WFB with and into Investar, to comport, among other things, with Rules 3-01 and 3-05 and Article 11 of Regulation S-X, which information is incorporated by reference into the Final Prospectus.

Item 9.01 Financial Statements and Exhibits

(a)

Financial statements of business acquired.

(i)

The audited consolidated balance sheets of WFB as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the years ended December 31, 2025, 2024 and 2023, and the related notes and report of independent auditors thereto, are included as Exhibit 99.1 and incorporated herein by reference.

(ii)

Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the years ended December 31, 2025 and 2024, with respect to WFB, is included as Exhibit 99.2 and incorporated herein by reference.

(b)

Pro forma financial information.

(i)

The unaudited pro forma condensed combined consolidated balance sheet of Investar as of December 31, 2025, and the unaudited pro forma condensed combined consolidated statement of income of Investar for the year ended December 31, 2025, are included as Exhibit 99.3 and incorporated herein by reference.

(d)

Exhibits.

The following are filed as exhibits to this Current Report on Form 8-K:

Exhibit

Number

Description of Exhibit

23.1

Consent of Eide Bailly LLP.

99.1

Audited Consolidated Financial Statements of Wichita Falls Bancshares, Inc. as of and for the years ended December 31, 2025 and 2024.

99.2

Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the years ended December 31, 2025 and 2024, with respect to Wichita Falls Bancshares, Inc.

99.3

Unaudited Pro Forma Condensed Combined Consolidated Financial Statements.

104

The cover page of Investar Holding Corporation’s Form 8-K is formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INVESTAR HOLDING CORPORATION

Date: March 30, 2026

By:

/s/ John J. D’Angelo

John J. D’Angelo

President and Chief Executive Officer

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: ex_936651.htm · Sequence: 2

HTML Editor

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our report dated March 24, 2026, relating to the consolidated financial statements of Wichita Falls Bancshares, Inc., which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the years ended December 31, 2025, 2024, and 2023, and the related notes to the consolidated financial statements into this Form 8-K.

We also consent to the incorporation by reference of such report in the Registration Statements on Form S-3 (333-289991 and 333-275784) and Form S-8 (333-258588) of Investar Holding Corporation.

/s/ Eide Bailly LLP

Tulsa, Oklahoma

March 30, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_935434.htm · Sequence: 3

ex_935434.htm

Exhibit 99.1

Consolidated Financial Statements

December 31, 2025 and 2024

Wichita Falls Bancshares, Inc. and Subsidiaries

Table of Contents

December 31, 2025 and 2024

Independent Auditor’s Report

Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Change in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Independent Auditor’s Report

To the Board of Directors

Wichita Falls Bancshares, Inc. and Subsidiaries

Wichita Falls, Texas

Report on the Audit of the Consolidated Financial Statements and Internal Control over Financial Reporting

Opinions on the Financial Statements and Internal Control Over Financial Reporting

We have audited the consolidated financial statements of Wichita Falls Bancshares, Inc. and Subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in stockholder’s equity, and cash flows for the years ended December 31, 2025, 2024, and 2023, and the related notes to the consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of their operations and their cash flows for the years ended December 31, 2025, 2024, and 2023, in accordance with accounting principles generally accepted in the United States of America.

We also have audited the Company’s internal control over financial reporting, including controls overs preparation of regulatory financial statements in accordance with the instructions for the Parent Company only Financial Statements for Small Holding Companies (Form FR Y-9SP) and Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only and Total Assets Less than $5 Billion (Call Report Instructions) as of December 31, 2025, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Basis for Opinions

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audits of the Financial Statements and Internal Control Over Financial Reporting section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Responsibilities of Management for the Financial Statements and Internal Control over Financial Reporting

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and for the design, implementation, and maintenance of effective internal control over financial reporting relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Management is also responsible for its assessment about the effectiveness of internal control over financial reporting, included in the accompanying Management Report Regarding Statement of Management’s Responsibilities, Compliance with Designated Laws and Regulations, and Management’s Assessment of Internal Control over Financial Reporting.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditor’s Responsibilities for the Audits of the Consolidated Financial Statements and Internal Control Over Financial Reporting

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and about whether effective internal control over financial reporting was maintained in all material respects, and to issue an auditor’s report that includes our opinions.

Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit of financial statements or an audit of internal control over financial reporting conducted in accordance with GAAS will always detect a material misstatement or a material weakness when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered to be material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit of financial statements and an audit of internal control over financial reporting in accordance with GAAS, we:

●

Exercise professional judgment and maintain professional skepticism throughout the audits.

●

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

●

Obtain an understanding of internal control relevant to the financial statement audit in order to design audit procedures that are appropriate in the circumstances.

●

Obtain an understanding of internal control over financial reporting relevant to the audit of internal control over financial reporting, assess the risks that a material weakness exists, and test and evaluate the design and operating effectiveness of internal control over financial reporting based on the assessed risk.

●

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

●

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the financial statement audit.

Definition and Inherent Limitations of Internal Control over Financial Reporting

An entity’s internal control over financial reporting is a process effected by those charged with governance, management, and other personnel, designed to provide reasonable assurance regarding the preparation of reliable financial statements in accordance with accounting principles generally accepted in the United States of America. Because of management’s assessment and our audit were conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), our audit of the Company’s internal control over financial reporting included controls over the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and with the instructions to the Consolidated Reports of Condition and Income for A Bank with Domestic Offices Only (Call Report instructions). An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and those charged with governance; and (3) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect and correct misstatements. Also, projections of any assessment of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Supplementary Information

Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The supplementary consolidating information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

/s/ Eide Bailly LLP

Tulsa, Oklahoma

March 24, 2026

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31, 2025 and 2024

(in thousands, except per share data)

2025

2024

Assets

Cash and cash equivalents

Cash and due from banks

7,579

25,191

Interest-bearing deposits

75,333

138,892

Total cash and equivalents

82,912

164,083

Debt securities available for sale, at fair value (amortized cost $53,089 and $59,429, net of allowance for credit losses of $0 and $0)

50,738

55,157

Debt securities held to maturity, net of allowance for credit losses of $0 and $0, (fair value 2025 - $318, 2024 - $501)

318

501

Restricted stock, at cost

3,621

12,686

Investment in unconsolidated subsidiary

279

Loans held-for-sale

2,621

1,999

Loans, net of allowance for credit losses of $10,596 and $10,815 as of December 31, 2025 and 2024, respectively

971,030

1,260,776

Premises and equipment, net

13,699

14,337

Accrued interest receivable

5,589

6,634

Bank-owned life insurance

13,740

13,606

Goodwill

4,379

Other intangible assets, net

768

948

Other assets

6,352

7,266

Total assets

1,156,046

1,542,651

Liabilities

Deposits

1,022,561

1,154,868

Repurchase agreements

1,193

2,302

Federal Home Loan Bank advances

205,189

Other borrowings

15,141

37,336

Subordinated debt

8,720

33,128

Allowance for credit losses on off-balance sheet credit exposures

212

1,746

Accrued interest payable

2,100

2,177

Other liabilities

3,286

8,671

Total liabilities

1,053,277

1,445,417

Stockholders' Equity

Common stock, par value $1 a share

Authorized - 1,000,000 shares; 620,912 shares issued and outstanding at December 31, 2025 and December 31, 2024

621

Capital surplus

33,277

Retained earnings

70,728

66,896

Accumulated other comprehensive loss

(1,857

)

(3,560

)

Total stockholders' equity

102,769

97,234

1,156,046

1,542,651

See Notes to Consolidated Financial Statements

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income

Years Ended December 31, 2025, 2024 and 2023

(in thousands, except per share data)

2025

2024

2023

Interest Income

Interest and fees on loans

70,106

75,920

62,872

Interest on debt securities

Taxable

1,427

1,415

416

Tax-exempt

997

1,203

1,401

Interest on federal funds sold and interest-bearing deposits in banks

2,473

1,741

1,542

Total interest income

75,003

80,279

66,231

Interest Expense

Deposits

33,970

36,241

25,386

Repurchase agreements

Borrowed funds

7,821

11,147

5,108

Subordinated debt

985

805

844

Total interest expense

42,801

48,226

31,381

Net interest income

32,202

32,053

34,850

Provision for credit losses

(1,370

)

1,660

1,731

Net interest income after provision for loan and lease losses

33,572

30,393

33,119

Non-Interest Income

Service charges on deposit accounts

403

455

497

Mortgage loan sales/originations/processing

555

604

395

Loss on sale of securities

(440

)

Loss on sale of assets

(1,913

)

Loss on sale of foreclosed assets

(99

)

(44

)

Earnings on bank-owned life insurance

436

363

391

ATM/debit card interchange fees

734

780

834

Other

807

981

968

Total non-interest income

923

2,743

3,040

Non-Interest Expense

Salaries and employee benefits

14,627

16,323

17,573

Occupancy

2,329

2,650

2,662

Data processing

1,153

1,088

1,030

Director fees

520

545

510

Legal and professional fees

3,607

1,773

1,063

FDIC assessment

1,632

1,704

1,700

Mortgage expense

176

146

121

Telephone

522

502

496

Amortization of intangibles

180

Other

4,469

4,887

3,806

Total non-interest expense

29,215

29,798

29,141

Income before income taxes

5,280

3,338

7,018

Income tax expense (benefit)

1,014

(2,540

)

Net Income

4,266

5,878

7,018

Earnings per share:

6.87

10.04

12.19

See Notes to Consolidated Financial Statements

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2025, 2024 and 2023

(in thousands, except per share data)

2025

2024

2023

Net Income

4,266

5,878

7,018

Other Comprehensive Income

Unrealized holding gains (losses) arising during period on debt securities available for sale

1,921

(1,322

)

1,282

Reclassification adjustment for losses included in net income

440

Tax effect

(218

)

710

Net of tax

1,703

(172

)

Other comprehensive gain (loss), net

1,703

(172

)

1,282

Comprehensive Income

5,969

5,706

8,300

See Notes to Consolidated Financial Statements

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

Years Ended December 31, 2025, 2024 and 2023

(in thousands, except per share data)

Accumulated

Other

Common

Capital

Retained

Comprehensive

Treasury

Stock

Surplus

Earnings

(Loss)

Stock

Total

Balance at January 1, 2023

592

27,994

58,122

(4,670

)

(1,305

)

80,733

Net income

7,018

Other comprehensive gain

1,282

Cash dividends

(4,042

)

(4,042

)

Balance at December 31, 2023

592

27,994

61,098

(3,388

)

(1,305

)

84,991

Net income

5,878

Other comprehensive loss

(172

)

(172

)

Common stock issued

5,283

1,705

7,017

Treasury stock purchased

(400

)

(400

)

Cash dividends

(80

)

(80

)

Balance at December 31, 2024

621

33,277

66,896

(3,560

)

97,234

Net income

4,266

Other comprehensive gain

1,703

Cash dividends

(434

)

(434

)

Balance at December 31, 2025

621

33,277

70,728

(1,857

)

102,769

See Notes to Consolidated Financial Statements

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2025, 2024 and 2023

(in thousands)

2025

2024

2023

Operating Activities

Net income

4,266

5,878

7,018

Adjustments to reconcile net income to net cash provided by operating activities

(Reversal of) provision for loan and lease losses

(1,370

)

1,660

1,731

Depreciation

756

742

801

Amortization of core deposit intangibles

180

179

Net loss on sales of debt securities

440

Net loss on sales of foreclosed assets

Net loss on sales of premises and equipment

Net loss (gain) on sales of loans held for sale

1,887

(59

)

Deferred tax expense (benefit)

1,153

(3,920

)

Amortization of discounts and premiums on debt securities

308

578

748

Earnings on bank-owned life insurance policies

(436

)

(363

)

(391

)

Changes in assets and liabilities

Net increase in loans held-for-sale

(622

)

(1,486

)

(125

)

Accrued interest receivable

1,045

(446

)

(2,009

)

Other assets

(134

)

(386

)

(521

)

Accrued interest payable

(77

)

(160

)

1,744

Other liabilities

(5,635

)

(905

)

774

Total adjustments

(2,821

)

(4,126

)

2,976

Net Cash Provided by Operating Activities

1,445

1,752

9,994

Investing Activities

Proceeds from maturities, paydowns, and sales of debt securities available for sale

5,215

330,222

5,107

Proceeds from maturities and paydowns of debt securities held to maturity

183

174

167

Purchases of debt securities available for sale

(1,104

)

(328,400

)

Proceeds from redemption of restricted stock

12,671

3,003

2,772

Purchases of restricted stock

(3,606

)

(6,286

)

(5,851

)

Proceeds from sales of foreclosed assets

1,401

Decrease (increase) in loans, net

288,345

(53,993

)

(265,490

)

Purchases of premises and equipment

(143

)

(187

)

(300

)

Net Cash Provided by (Used in) Investing Activities

302,962

(55,467

)

(263,589

)

See Notes to Consolidated Financial Statements

Wichita Falls Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2025, 2024 and 2023

(in thousands)

2025

2024

2023

Financing Activities

Increase (decrease) in deposits

(132,307

)

8,731

236,287

Proceeds from FHLB advances

3,020,000

7,019,000

5,260,500

Repayments of FHLB advances

(3,225,125

)

(6,975,120

)

(5,199,117

)

Proceeds from other borrowings

15,000

Proceeds from subordinated debt

8,700

22,725

Repayments of other borrowings

(22,195

)

(224

)

(226

)

Repayments of subordinated debt

(24,408

)

Net change in fed funds purchased and repurchase agreements

(1,109

)

(649

)

(21,985

)

Purchase of treasury stock

(400

)

Dividends paid

(434

)

(80

)

(4,042

)

Net Cash Provided by (Used in) Financing Activities

(385,578

)

59,958

309,142

Net Change in Cash and Cash Equivalents

(81,171

)

6,243

55,547

Cash and Cash Equivalents, Beginning of Year

164,083

157,840

102,293

Cash and Cash Equivalents, End of Year

82,912

164,083

157,840

Supplemental Schedule of Operating and Investing Activities

Interest paid

42,878

41,066

29,637

Income taxes paid

2,774

666

Transfer from ACL to ACL on unfunded commitments related to adoption of ASC 326

(1,846

)

Supplemental Schedule of Financing Activities

Issuance of stock through convertible notes

(7,017

)

See Notes to Consolidated Financial Statements

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Note 1 - Summary of Significant Accounting Policies

The accounting and reporting policies of Wichita Falls Bancshares, Inc. and Subsidiaries (the Company) are in accordance with accounting principles generally accepted in the United States of America. A summary of the more significant policies follows:

Nature of Operations

The Company is engaged in traditional community banking activities, which include commercial and retail lending, deposit gathering and investment and liquidity management activities. The Company's primary deposit products are demand deposits, savings deposits and certificates of deposit, and its primary lending products are commercial, commercial real estate, residential real estate, and consumer loans with customers located primarily in Wichita Falls, Southlake and Wise County, Texas, and the surrounding areas. The Bank operates under a national bank charter and is subject to regulation by the Office of the Comptroller of the Currency (OCC). Bancshares is subject to regulation and oversight from the Federal Reserve Bank of Dallas.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Wichita Falls Bancshares, Inc. (Bancshares) and its wholly owned subsidiaries, First National Bank (the Bank) and 114 Dove LLC. 114 Dove LLC is a non-bank subsidiary. These entities are collectively referred to herein as the Company. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity under accounting principles generally accepted in the United States of America. Voting interest entities are those in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns, and the right to make decisions about the entity's activities. The Company consolidates voting interest entities in which it has all the voting interest. As defined in applicable accounting standards, variable interest entities (VIEs) are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in an entity is present when an enterprise has a variable interest, or a combination of variable interests, that will absorb a majority of the entity's expected losses, receive a majority of the entity's residual returns, or both. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. The Company's wholly owned subsidiaries, Wichita Falls Statutory Trust I (Trust I) and Chico Statutory Trust I, are VIEs for which the Company is not the primary beneficiary. Accordingly, the accounts of these entities are not included in the Company's consolidated financial statements.

Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. The material estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for credit losses.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Concentrations of Credit Risk

A significant portion of the Company's loans are collateralized by real estate and related assets located in the markets it serves. Accordingly, the ultimate collectability of this portion of the Company's loan portfolio and the recovery of the carrying amount of other real estate owned are susceptible to changes in local market conditions.

The Company maintains its cash in bank deposit accounts which exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per depositor, per insured bank, for each account ownership category. At December 31, 2025, and December 31, 2024, the Company had approximately $19,847,000 and $30,226,000 respectively, in excess of FDIC-insured limits.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing deposits in other banks with maturities of less than three months, and federal funds sold. Federal funds are normally sold for one-day periods. The Company normally considers all highly liquid investments with an initial maturity less than ninety days to be cash equivalents. Cash flows from loans, mortgage loans held-for-sale, and deposits are reported net.

Debt Securities

Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities not classified as held to maturity or trading are classified as available for sale. Debt securities classified as available for sale are recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss). Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of available for sale debt securities are recorded on the trade date and are determined using the specific identification method.

Allowance for Credit Losses – Held to Maturity Securities

Management measures expected credit losses on held to maturity debt securities on a collective basis by major security type. Accrued interest receivable on held to maturity debt securities totaled approximately $0 and $1,000 at December 31, 2025 and 2024, respectively, and is excluded from the estimate of credit losses.

The estimate of expected credit losses on state and municipality securities considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Changes in the allowance for credit losses on held to maturity debt securities are recorded as a component of provision for credit losses in the consolidated statements of income. Losses are charged against the allowance for credit losses when the Company believes the uncollectability of a held to maturity debt security is confirmed.

Allowance for Credit Losses – Available for Sale Securities

For available for sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available for sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as a component of provision for credit losses in the income statement. Losses are charged against the allowance when management believes the uncollectability of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on available for sale debt securities totaled approximately $505,000 and $529,000 at December 31, 2025 and 2024, respectively and is excluded from the estimate of credit losses.

Restricted Stock

The Bank, as a member of the Federal Reserve and Federal Home Loan Bank systems, is required to maintain investments in the capital stock based on the level of borrowings and other factors. No ready market exists for these stocks, and they have no quoted market value. Investments in equity securities without readily determinable fair values are measured at cost minus impairment (if any) and adjusted for any observable price changes in orderly transactions of identical securities or similar securities of the same issuer. Both cash and stock dividends are reported as income.

Fair Value Measurements

The Company determined the fair value of certain assets in accordance with the provisions of FASB Accounting Standards Codification Topic Accounting Standards Codification 820, Fair Value Measurements, which provides a framework for measuring fair value under generally accepted accounting principles. Fair value is defined as the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. It is required that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. The Standard also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.

Level 1 inputs consist of quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset. Level 3 inputs are unobservable inputs related to the asset.

Loans Held-for-Sale

The Company has elected fair value accounting for mortgage loans held-for-sale. Mortgage loans held-for-sale originated are carried at fair value, with fair value being equal to the committed loan sales price. Any changes in fair value for loans reported at fair value, is recognized in gain on sale of loans.

Loans

Loans are reported at their outstanding unpaid principal balance adjusted for any charge-offs and the allowance for credit losses.

Interest income is accrued on the unpaid principal balance. The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent unless the credit is well secured and in process of collection. Past due status is based on contractual terms of the loan. Loans are placed on non-accrual or charged-off at an earlier date if

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

collection of principal or interest is considered doubtful. All current year interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. All prior year interest accrued but not collected is charged-off against the allowance for credit losses. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The Company has determined that the accounting for nonrefundable fees and costs associated with originating or acquiring loans does not have a material effect on their financial statements. As such, these fees and costs have been recognized during the period they are collected and incurred, respectively.

Accrued interest receivable totaled approximately $5,083,000 and $6,104,000 at December 31, 2025 and 2024, respectively and is reported in accrued interest receivable on the consolidated balance sheets and is excluded from the estimate of credit losses.

Allowance for Credit Losses - Loans

The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the loan balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. Qualitative factors include consideration of the following: changes in lending policies and procedures; changes in economic conditions; changes in the nature and volume of the portfolio; changes in the experience, ability and depth of lending management and other relevant staff; changes in the loan review system; changes in the value of the underlying collateral for collateral-dependent loans; concentrations of credit and the effect of other external factors such as competition and legal and regulatory requirements. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods: commercial loans, equipment finance leases, and commercial and residential real estate loans are evaluated using the discounted cash flow method, while consumer loans are evaluated using the remaining life method.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Allowance for Credit Losses - Off-Balance Sheet Credit Exposures

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancelable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted through the provision account. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. Qualitative factors include consideration of the following: changes in lending policies and procedures; changes in economic conditions; changes in the nature and volume of the portfolio; changes in the experience, ability and depth of lending management and other relevant staff; changes in the loan review system; changes in the value of the underlying collateral for collateral-dependent loans; concentrations of credit and the effect of other external factors such as competition and legal and regulatory requirements.

Credit Related Financial Instruments

In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit card arrangements and standby letters of credit. Such financial instruments are recorded when they are funded.

Premises and Equipment

Land is carried at cost. Buildings and improvements and furniture, fixtures, and equipment are carried at cost, less accumulated depreciation and amortization, which are computed principally by the straight-line method over the estimated useful lives of the assets. Maintenance and repairs are charged to operating expenses. Renewals and betterments are added to the asset accounts and depreciated over the periods benefited. Depreciable assets sold or retired are removed from the asset and related accumulated depreciation accounts and any gain or loss is reflected in the income and expense accounts.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment there was no impairment at December 31, 2025 and 2024.

Foreclosed Assets

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less estimated cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in other income and other expenses.

Bank Owned Life Insurance

Investment in life insurance contracts is stated at cash surrender value of various insurance policies. The income on the investments is included in non-interest income.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Income Taxes

The Company had elected under the Internal Revenue Code to be an S corporation until January 1, 2024. In lieu of federal corporation income taxes, the stockholders of an S corporation are taxed on their proportionate share of the Company's taxable income. Therefore, no provision for federal income taxes has been included in the financial statements for 2023.

On January 1, 2024, the Company elected to revoke the Subchapter S election and began accruing for and paying federal income taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no benefit is recorded.

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Deferred Compensation

Benefits under deferred compensation contracts are accrued over the period of the employee’s active employment from the time the contract is signed to the employee’s full eligibility date.

Advertising Costs

Advertising costs are expensed as incurred.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Comprehensive Income (Loss)

Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Earnings Per Share

Basic earnings per share represent income available to common stockholders divided by the weighted-average number of common shares outstanding during the period.

Earnings per share have been computed on the following:

2025

2024

2023

Average number of common shares outstanding

620,912

581,588

575,771

Goodwill and Other Intangible Assets

Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed. Intangible assets with definite useful lives are amortized over their useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on our balance sheet.

Other intangible assets consisting of core deposits are amortized on an accelerated method over their estimated useful lives of 10 years.

Revenue From Contracts with Customers

All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized in non-interest income. A description of the Company’s revenue streams accounted for under ASC 606 is described in the following paragraphs.

Service Charges on Deposits

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and, therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

Interchange Income

Interchange income charges are primarily comprised of debit card income, ATM fees, merchant services income, and other service charges. Debit and card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Sale of Foreclosed Assets

The sale of foreclosed assets creates a gain or loss from the sale of foreclosed assets when control of the property transfers to the buyer. When the Company finances the sale to a buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether the Company expects to collect substantially all of the transaction price. Once these criteria are met, the asset is derecognized and the gain or loss on the sale is recognized. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on the sale if the financing does not include market terms.

Subsequent Events

Effective January 1, 2026, the Company was acquired in its entirety by Investar Bank, NA.

The Company has evaluated subsequent events through March 24, 2026, the date which the consolidated financial statements were available to be issued.

Note 2 - Restrictions on Cash and Due from Banks

The Bank was required to have $0 on hand or on deposit with the Federal Reserve Bank at December 31, 2025 and December 31, 2024, to meet regulatory reserve and clearing requirements.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Note 3 - Debt Securities

Debt securities have been classified in the consolidated balance sheets according to management's intent. The amortized cost, gross unrealized gains, gross unrealized losses, allowance for credit losses and fair value of available for sale and held to maturity debt securities and their approximate fair values at December 31, 2025 and 2024 are as follows (in thousands):

December 31, 2025

Gross

Allowance

Amortized

Unrealized

for

Fair

Cost

Gains

Losses

Credit Losses

Value

Available for sale

Obligations of states and municipal subdivisions

27,453

(2,429

)

25,024

Mortgage-backed securities

13,784

216

(265

)

13,735

Collateralized mortgage obligations

10,852

210

(81

)

10,981

Corporate bonds

1,000

)

998

Total available for sale

53,089

426

(2,777

)

50,738

Gross

Allowance

Amortized

Unrecognized

Fair

for

Cost

Gains

Losses

Value

Credit Losses

Held to maturity

Obligations of states and municipal subdivisions

318

Total held to maturity

318

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

December 31, 2024

Gross

Allowance

Amortized

Unrealized

for

Fair

Cost

Gains

Losses

Credit Losses

Value

Available for sale

Obligations of states and municipal subdivisions

28,659

(3,278

)

25,381

Mortgage-backed securities

16,367

(689

)

15,678

Collateralized mortgage obligations

13,403

(293

)

13,126

Corporate bonds

1,000

(28

)

972

Total available for sale

59,429

(4,288

)

55,157

Gross

Allowance

Amortized

Unrecognized

Fair

for

Cost

Gains

Losses

Value

Credit Losses

Held to maturity

Obligations of states and municipal subdivisions

501

Total held to maturity

501

The amortized cost and fair value of debt securities at December 31, 2025, by contractual maturity, are shown below (in thousands). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized

Fair

Cost

Value

Available-for-sale

One year or less

1,856

1,863

After one year through five years

17,418

17,344

After five years through ten years

14,601

14,359

After ten years

19,214

17,172

Total

53,089

50,738

Held-to-maturity

One year or less

After five years through ten years

282

Total

318

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

There were no sales of available for sale debt securities during the years ended December 31, 2025 or December 31, 2023. There were sales of available for sale debt securities of approximately $20,858,000 during the year ended December 31, 2024. There were losses of approximately $440,000 on the sales.

Debt securities available for sale with a fair value of approximately $28,968,000 and $21,017,000 at December 31, 2025 and 2024, respectively, were pledged to secure public deposits, repurchase agreements, and for other purposes required or permitted by law.

Unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of December 31, 2025 and 2024, are summarized as follows (in thousands):

Continuous Unrealized

Losses Existing for Less

Losses Existing for 12

Than 12 Months

Months or Greater

Total

Gross

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses

December 31, 2025

Obligations of states and municipal subdivisions

320

)

24,019

(2,428

)

24,339

(2,429

)

Mortgage-backed securities

4,988

(265

)

4,988

(265

)

Collateralized mortgage obligations

1,008

(81

)

1,008

(81

)

Corporate bonds

998

)

998

)

Total available for sale

320

)

31,013

(2,776

)

31,333

(2,777

)

December 31, 2024

Obligations of states and municipal subdivisions

24,576

(3,278

)

24,576

(3,278

)

Mortgage-backed securities

10,979

(204

)

4,699

(485

)

15,678

(689

)

Collateralized mortgage obligations

8,209

(129

)

1,278

(164

)

9,487

(293

)

Corporate bonds

972

(28

)

972

(28

)

Total available for sale

19,188

(333

)

31,525

(3,955

)

50,713

(4,288

)

There were no unrealized losses on held to maturity securities in 2025 or 2024.

There was no allowance for credit losses established for held to maturity or available for sale securities at December 31, 2025 or December 31, 2024.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Mortgage-Backed Securities

The unrealized loss on twenty-nine investments and forty-two investments at December 31, 2025 and 2024, respectively, in mortgage-backed securities was caused by interest rate increases. The contractual terms of these securities do not permit the issuers to settle the security at a price less than the amortized cost basis of the investment. Because the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before recovery of the amortized cost basis, which may be at maturity, the Company considers the decline in value of these securities to be temporary and not attributable to credit losses.

State and Municipals

The unrealized loss on fifty-seven investments and fifty-nine investments at December 31, 2025 and 2024, respectively, in state and municipal securities was caused by interest rate increases. The contractual terms of these securities do not permit the issuer to settle the securities at prices less than the amortized cost basis of the securities. Because the Company does not intend to sell the securities and it is not likely the Company will be required to sell the securities before recovery of its amortized cost basis, which may be maturity, the Company considers the decline in value of these securities to be temporary and not attributable to credit losses.

Collateralized Mortgage Obligations

The unrealized loss on eight investments and nineteen investments at December 31, 2025 and 2024, respectively, in collateralized mortgage obligations was caused by interest rate increases. The contractual terms of these securities do not permit the issuers to settle the security at a price less than the amortized cost basis of the investment. Because the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before recovery of the amortized cost basis, which may be at maturity, the Company considers the decline in value of these securities to be temporary and not attributable to credit losses.

Corporate Bonds

The unrealized loss on one investment at December 31, 2025 and 2024 in corporate bonds was caused by interest rate increases. The contractual terms of this security does not permit the issuer to settle the security at a price less than the amortized cost basis of the investment. Because the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, which may be at maturity, the Company considers the decline in value of these securities to be temporary and not attributable to credit losses.

Note 4 - Restricted Stock

The following investments are included in restricted stock at December 31, 2025 and 2024 (in thousands):

2025

2024

Federal Reserve stock

2,531

2,502

Federal Home Loan Bank stock

805

9,899

The Independent Banker's Bank (TIB)

285

3,621

12,686

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

These investments have limited marketability and are considered restricted investments. A minimum investment in Federal Reserve and Federal Home Loan Bank stock is required for membership. These investments are carried at cost and evaluated annually for impairment. No impairment loss was recorded in years ended December 31, 2025 or 2024.

Note 5 - Loans and Allowance for Credit Losses

A summary of loans by major category at December 31, 2025 and 2024 are as follows (in thousands):

2025

2024

Commercial

82,825

86,573

Equipment finance leases

Commercial real estate

729,787

892,331

Residential real estate

163,418

285,242

Consumer

5,522

7,349

981,626

1,271,591

Less allowance for credit losses

(10,596

)

(10,815

)

Loans, net

971,030

1,260,776

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The following table presents the activity in the allowance for credit losses by portfolio segment for the years ended December 31, 2025, 2024 and 2023 (in thousands):

December 31, 2025

Equipment

Commercial

Residential

Commercial

Finance Leases

Real Estate

Consumer

Total

Allowance for Credit Losses

Balance, beginning of period

(113

)

2,411

8,517

10,815

Charge-offs

(218

)

(232

)

(30

)

(480

)

Recoveries

Provisions for credit losses

121

163

Balance, end of period

(251

)

2,532

8,312

)

10,596

December 31, 2024

Equipment

Commercial

Residential

Commercial

Finance Leases

Real Estate

Consumer

Total

Allowance for Credit Losses

Balance, beginning of period

878

1,246

8,141

10,338

Reallocation of ACL for off-balance sheet credit exposures

100

Charge-offs

(1,189

)

(96

)

(89

)

(1,374

)

Recoveries

Provisions for credit losses

113

1,165

372

1,660

Balance, end of period

(113

)

2,411

8,517

10,815

December 31, 2023

Equipment

Commercial

Residential

Commercial

Finance Leases

Real Estate

Consumer

Total

Allowance for Credit Losses

Balance, beginning of period, prior to adoption of ASC 326

772

100

6,891

3,772

11,589

Impact of adopting ASC 326

(1,846

)

(1,846

)

Charge-offs

(1,122

)

(116

)

(1,238

)

Recoveries

102

Provisions for credit losses

1,205

(100

)

(5,724

)

6,215

135

1,731

Balance, end of period

878

1,246

8,141

10,338

In addition to the allowance for credit losses on loans, the Company has established an allowance for credit losses on off-balance sheet exposures of approximately $212,000 at December 31, 2025 and $1,746,000 at December 31, 2024. The following table presents the activity in the allowance for credit losses on off-balance sheet exposures for the years ended December 31, 2025, 2024 and 2023.

2025

2024

2023

Balance, beginning of period

1,746

1,846

Impact of adopting ASC 326

1,846

Reversal of excess

(1,534

)

Reallocation to ACL

(100

)

Balance, end of year

212

1,746

1,846

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, collateral adequacy, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis typically includes larger, non-homogeneous loans such as commercial and residential real estate and commercial loans. This analysis is performed on an ongoing basis as new information is obtained. The Company uses the following definitions for risk ratings:

Pass – Loans classified as pass represent loans that are evaluated and are performing under the stated terms. Pass rated assets are analyzed by the paying capacity, the current net worth, and the value of the loan collateral of the obligor.

Special Mention – Loans classified as special mention possess potential weaknesses that require management attention, but do not yet warrant adverse classification. While the status of a loan put on this list may not technically trigger their classification as substandard or doubtful, it is considered a proactive way to identify potential issues and address them before the situation deteriorates further and does result in a loss for the Company.

Substandard – Loans classified as substandard are inadequately protected by the current net worth, paying capacity of the obligor, or by the collateral pledged. Substandard loans must have a well-defined weakness or weaknesses that jeopardize the repayment of the debt as originally contracted. They are characterized by the distinct possibility that the Company will sustain a loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have the weaknesses of those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans in this category are allocated a specific reserve based on the estimated discounted cash flows from the loan (or collateral value less cost to sell for collateral dependent loans) or are charged-off if deemed uncollectible.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Based on the most recent analysis performed, the risk category by class of loans is as follows (in thousands):

Term Loans Amortized Cost Basis by Origination Year

Revolving

Loans Amortized

2025

2024

2023

2022

Prior

Cost Basis

Total

As of December 31, 2025

Commercial:

Pass

25,822

6,877

10,373

14,422

7,967

15,394

80,855

Special Mention

640

1,227

1,867

Substandard

103

Doubtful

Total commercial loans

25,822

6,877

11,042

15,702

7,988

15,394

82,825

Current period gross charge-offs

218

Equipment finance leases:

Pass

Special Mention

Substandard

Doubtful

Total equipment finance leases

Current period gross charge-offs

Commercial real estate:

Pass

27,048

29,165

77,046

412,213

177,712

4,120

727,304

Special Mention

1,225

1,248

Substandard

1,235

Doubtful

Total commercial real estate loans

27,048

29,165

77,046

413,471

178,937

4,120

729,787

Current period gross charge-offs

Residential real estate:

Pass

24,144

69,161

35,016

30,970

4,127

163,418

Special Mention

Substandard

Doubtful

Total residential real estate loans

24,144

69,161

35,016

30,970

4,127

163,418

Current period gross charge-offs

232

Consumer:

Pass

1,942

1,854

776

407

289

152

5,420

Special Mention

Substandard

102

Doubtful

Total consumer loans

1,942

1,916

810

407

295

152

5,522

Current period gross charge-offs

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Term Loans Amortized Cost Basis by Origination Year

Revolving

Loans Amortized

2024

2023

2022

2021

Prior

Cost Basis

Total

At December 31, 2024

Commercial:

Pass

24,692

16,642

20,842

5,614

4,255

10,689

82,734

Special Mention

471

758

1,376

100

2,705

Substandard

127

203

411

Doubtful

723

Total commercial loans

25,212

18,250

22,421

5,646

4,255

10,789

86,573

Current period gross charge-offs

626

366

128

1,189

Equipment finance leases:

Pass

Special Mention

Substandard

Doubtful

Total equipment finance leases

Current period gross charge-offs

Commercial real estate:

Pass

41,234

184,982

424,222

93,132

121,241

5,166

869,977

Special Mention

718

15,718

16,516

Substandard

835

4,490

457

5,838

Doubtful

Total commercial real estate loans

41,234

185,817

429,430

93,212

137,015

5,623

892,331

Current period gross charge-offs

Residential real estate:

Pass

87,359

108,407

78,824

9,531

284,121

Special Mention

357

Substandard

764

Doubtful

Total residential real estate loans

87,359

108,407

79,588

9,888

285,242

Current period gross charge-offs

Consumer:

Pass

4,023

1,497

1,043

287

453

7,303

Special Mention

Substandard

Doubtful

Total consumer loans

4,023

1,516

1,070

287

453

7,349

Current period gross charge-offs

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Consumer loans are managed on a pool basis due to their homogeneous nature. Loans that are delinquent 90 days or more or are not accruing interest are considered nonperforming. The following table presents the recorded investments in consumer loans by class based on payment activity at December 31, 2025 and 2024 (in thousands):

December 31, 2025

Performing

Nonperforming

Consumer

5,406

116

December 31, 2024

Performing

Nonperforming

Consumer

7,260

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 89 days still accruing as of December 31, 2025 and 2024 (in thousands):

December 31, 2025

Nonaccrual

Loans Past

With No

Due Over

Allowance

89 Days

for Credit Loss

Nonaccrual

Still Accruing

Commercial

103

Equipment finance leases

Commercial real estate

579

Residential real estate

1,235

702

Consumer

103

Total

1,441

1,332

December 31, 2024

Nonaccrual

Loans Past

With No

Due Over

Allowance

89 Days

for Credit Loss

Nonaccrual

Still Accruing

Commercial

103

424

Equipment finance leases

Commercial real estate

Residential real estate

2,410

6,630

837

Consumer

Total

2,553

7,107

928

The Company recognized approximately $37,000 and $158,000 of interest income on nonaccrual loans during the years ended December 31, 2025 and December 31, 2024, respectively.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The following table presents the amortized cost basis of collateral-dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related allowance for credit loss allocated to these loans as of December 31, 2025 and 2024:

December 31, 2025

Collateral Type

Real Estate

Equipment

Other

Total

ACL

Commercial

103

Equipment finance leases

Commercial real estate

Residential real estate

1,235

Consumer

103

Total

1,235

206

1,441

110

December 31, 2024

Collateral Type

Real Estate

Equipment

Other

Total

ACL

Commercial

379

424

157

Equipment finance leases

Commercial real estate

Residential real estate

6,630

455

Consumer

Total

6,631

425

7,107

619

The following table presents the aging of the amortized cost basis in past due loans as of December 31, 2025 and 2024 by class of loans (in thousands):

30 - 89 Days

Over 89 Days

Total

Loans Not

Past Due

Total

December 31, 2025

Commercial

1,355

1,402

81,423

82,825

Consumer

107

112

219

5,303

5,522

Equipment finance leases

Commercial real estate

617

705

729,082

729,787

Residential real estate

7,604

1,937

9,541

153,877

163,418

9,154

2,713

11,867

969,759

981,626

30 - 89 Days

Over 89 Days

Total

Loans Not

Past Due

Total

December 31, 2024

Commercial

647

734

85,839

86,573

Consumer

257

261

7,088

7,349

Equipment finance leases

Commercial real estate

740

891,591

892,331

Residential real estate

5,259

837

6,096

279,146

285,242

6,903

928

7,831

1,263,760

1,271,591

Occasionally, the Company modifies loans to borrowers in financial distress by providing a reduction in interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collections. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

There were no modifications of loans to borrowers experiencing financial difficulty that occurred during 2025 or 2024 and no previously modified loans defaulted during the years ended December 31, 2025 or December 31, 2024.

The Company has made no commitments to lend additional funds on modified loans to borrowers experiencing financial difficulty.

The Company has not purchased any loans during 2025 or 2024. The Company sold approximately $173,808,000 in mortgage loans in 2025 and $63,146,000 in 2024.

The Company has granted loans to principal officers, directors, principal stockholders and their affiliates. Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features. The aggregate amount of loans to such related parties was approximately $0 at December 31, 2025 and 2024.

Note 6 - Premises and Equipment

The investment in premises and equipment stated at cost at December 31, 2025 and 2024 is as follows (in thousands):

2025

2024

Land

2,411

Building and improvements

18,322

18,278

Furniture, fixtures and equipment

6,042

6,231

26,775

26,920

Less accumulated depreciation

(13,076

)

(12,583

)

Premises and equipment, net

13,699

14,337

Depreciation on premises and equipment charged to expense totaled approximately $756,000, $742,000 and $801,000 for the years ended December 31, 2025, 2024 and 2023, respectively.

Note 7 - Deposits

The carrying amount of deposits at December 31, 2025 and 2024 are as follows (in thousands):

2025

2024

Non-interest bearing demand accounts

187,870

217,335

Interest-bearing checking accounts

71,221

71,721

Limited access money market accounts

354,818

402,104

Savings accounts

29,440

25,511

Brokered CDs

70,000

Time deposits, less than $250

213,536

229,240

Time deposits, $250 and greater

165,676

138,957

Total deposits

1,022,561

1,154,868

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Maturities of time deposits for each of the next five years are (in thousands):

Certificates of

Deposits

2026

358,893

2027

14,426

2028

4,907

2029

837

2030

149

379,212

Deposits from stockholders, officers and directors of the Company amounted to approximately $9,999,000 and $7,335,000 at December 31, 2025 and 2024, respectively. The amounts are included in various interest-bearing and non-interest-bearing deposit accounts.

Note 8 - Advances from Federal Home Loan Bank and Other Borrowings

As part of its management of interest rate risk, the Company periodically borrows from the Federal Home Loan Bank (FHLB). These advances are at fixed interest rates and are used as a source of funds from which the Company makes fixed rate mortgage loans. These advances are collateralized by a blanket lien on qualifying mortgage loans totaling approximately $460,278,000 and $552,791,000 at December 31, 2025 and 2024, respectively. The advances may be prepaid at any time, but such prepayment may be subject to a penalty or benefit depending upon the movement in market interest rates. At December 31, 2025 and 2024, the Company had approximately $455,196,000 and $336,584,000 available for additional borrowings under this line of credit, respectively.

The Company also occasionally pledges standby FHLB letters of credit for municipalities in lieu of pledging debt securities. The balances were $5,000,000 and $11,000,000 as of December 31, 2025 and 2024, respectively.

At December 31, 2025 and 2024, the Company had varying short-term and long-term advances outstanding with principal due at maturity and interest due monthly.

The Bank had short-term advances from FHLB of $64,000 and $205,000,000 as of December 31, 2025 and 2024, respectively.

The Bank had long-term advances from FHLB of $0 as of December 31, 2025 and approximately $189,000 as of December 31, 2024.

FHLB borrowings consisted of various variable rate advances as of December 31, 2025 and 2024 as follows (in thousands):

December 31, 2025

December 31, 2024

Aggregate

Weighted

Aggregate

Weighted

Advance

Interest

Average

Advance

Interest

Average

Amounts

Rates

Rate

Amounts

Rates

Rate

3.61

205,189

1.395% - 4.65

4.31

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

In addition to FHLB advances, the Company has 2 term notes from a financial institution. In January 2022, the first note was financed with an interest rate of 3.85% initially with the rate being adjusted to the greater of 3.25% or the US prime rate in January 2027. Interest was payable semi-annually beginning in July 2022, with interest plus a portion of the principal payable starting in January 2026. This note was paid in full in December 2025. The second note was financed with an interest rate of 3.85% initially or the US Prime Rate, not to exceed 8.5%. Interest is payable semi-annually beginning in August 2023, with interest plus a portion of the principal payable starting in February 2027. The note matures in February 2036 and is secured by company stock. Outstanding borrowings on the notes totaled $10,000,000 at December 31, 2025 and $32,000,000 at December 31, 2024.

The Company also entered into a construction loan agreement with a financial institution. The fixed interest rate is set at 3.25 percent and the note is secured by a deed of trust for Lot 1, Block 1, La Paloma Addition in Southlake, TX. Principal and interest are due monthly and the note matures on October 30, 2029. At December 31, 2025 and December 31, 2024, outstanding borrowings totaled approximately $5,141,000 and $5,336,000, respectively.

The contractual maturities of short-term and long-term debt are as follows (in thousands):

Years ending December 31,

2026

259

2027

695

2028

695

2029

5,306

2030

750

Thereafter

7,500

15,205

Note 9 - Securities Sold Under Agreements to Repurchase

Repurchase agreements are secured borrowings. These repurchase agreements have carrying values of approximately $1,193,000 and $2,302,000 at December 31, 2025 and 2024, respectively. The Company pledges investment securities to secure those borrowings. Securities sold under agreements to repurchase are secured by securities with a carrying amount of $1,600,000 and $2,545,000 at December 31, 2025 and 2024, respectively.

Note 10 - Subordinated Debt

Junior subordinated debentures are due to Wichita Falls Statutory Trust I (Trust I), a 100% owned non-consolidated subsidiary of Wichita Falls Bancshares, Inc. The debentures were issued in conjunction with the Trust's issuance of Company Obligated Mandatorily Redeemable Trust Preferred Securities. With certain exceptions, the amount of the principal and any accrued and unpaid interest on the debentures is subordinated in right of payment to the prior payment in full of all senior and subordinated indebtedness of the Bancshares. Interest on the debentures is payable quarterly commencing September 26, 2003 at a rate equal to the three-month SOFR rate plus 3.1% (7.36% and 8.02% at December 31, 2025 and 2024, respectively). The interest is deferrable on a cumulative basis for up to 20 consecutive quarters. No principal payments are due until maturity on June 26, 2033. The debentures bear the same interest rate and terms as the trust preferred securities discussed below.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

On June 26, 2003, Bancshares, through a private placement, issued $6,000,000 (6,000 shares with a liquidation amount of $1,000 per security) of Floating Rate Cumulative Trust Preferred Securities (TruPS) through Trust I. Bancshares made a required equity contribution of $186,000 to form the Trust. The Trust invested the total proceeds from the equity contribution and the securities sale in Variable Rate Junior Subordinated Debentures (the Debentures) issued by Bancshares. The net proceeds from the sale of the Debentures were used to contribute capital to the Bank and for general corporate purposes. The terms of the TruPS are such that they qualify as Tier I capital under the Federal Reserve Board's regulatory capital guidelines applicable to bank holding companies on a consolidated basis.

With the acquisition of Chico Bancorp, Inc., the Company also assumed ownership of Chico Statutory Trust I that was formed in 2003 and issued $3,000,000 of TruPS to provide capital for First State Bank. The terms are the same as those for Wichita Falls Statutory Trust I, and the required equity contribution was $93,000 to form the Trust. As part of the acquisition of Chico Bancorp, Inc., a market value adjustment of approximately $559,000 was recorded at the date of acquisition to reduce the liability to an estimated market value of $2,534,000.

On or after June 26, 2008, and prior to maturity, the Debentures are redeemable, in whole or in part, at the option of the Company. In the event the Debentures are redeemed, a like amount of Trust Preferred Securities will be redeemed at the redemption price of $1,000, plus accrued interest to the date of redemption. The Trust's obligations under the Trust Preferred Securities are fully and unconditionally guaranteed by Bancshares. The Debentures balance related to Trusts is $8,720,000 at December 31, 2025 and December 31, 2024.

In November 2023, Bancshares began issuing convertible subordinated debt to individual investors or entities in order to prepare for conversion from a Subchapter S corporation to a C corporation. The notes matured 24 months from the original issuance date and had a fixed interest rate of 8% to be paid quarterly in arrears beginning in January 2024. After June 2024 the notes were convertible at the discretion of the purchaser into shares of WFBI common stock. The per share conversion price was one times the per share book value of WFBI’s common stock, determined by the audited financial statements as of December 31, 2023. If converted after December 31, 2024, the per share conversion price was 1.15 times the per share book value of WFBI’s common stock, determined by the audited financial statements as of December 31, 2023. There were no notes issued and outstanding on December 31, 2025. There were 52 notes issued and outstanding with a total balance of $22,725,000 on December 31, 2024. During 2024, 37 notes for approximately $7,017,000 were converted to 47,525 shares of common stock.

Note 11 - Short-Term Borrowings

In addition to the borrowing capacity at FHLB, the Company has established $30,000,000 in unsecured lines of credit for overnight purchase of federal funds. These lines may be cancelled without any prior notification. At December 31, 2025 and December 31, 2024 there were no outstanding balances.

Note 12 - Commitments and Contingencies

In the ordinary course of business, the Company may be subject to litigation. Based upon the available information and advice from the Company's legal counsel, management does not believe that any potential, threatened, or pending litigation to which it is a party will have a material adverse effect on the Company's liquidity, financial condition, or results of operations.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Note 13 - Off-Balance-Sheet Activities

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. At December 31, 2025 and 2024, the amounts of these financial instruments were as follows (in thousands):

2025

2024

Financial instruments whose contract amounts represent credit risks

Commitments to extend credit and unfunded commitments

77,063

207,668

Standby letters of credit

839

727

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

Standby letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The Company's policies generally require that letter of credit arrangements contain security and debt covenants similar to those contained in loan arrangements. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount shown in the table above. If the commitment is funded, the Company would be entitled to seek recovery from the customer. As of December 31, 2025 and 2024, there were no amounts recorded as liabilities for the Company's potential obligations under these guarantees.

Note 14 - Employee Benefit Plans

The Company has a defined contribution profit sharing plan for all employees that meet certain age and service requirements. Under the plan, employees may elect to defer up to 20% of their salary subject to the Internal Revenue Service limits. The Company may, at its discretion, contribute to the plan an amount determined annually by the Board of Directors. The Company's expense for contributions to the plan was approximately $422,000, $436,000 and $466,000 in 2025, 2024 and 2023, respectively.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The Company maintains several individually designed supplemental deferred compensation agreements which provide a deferred compensation benefit payable at retirement or death. The liability under the agreements is recorded based upon the present value of the deferred compensation benefits. At December 31, 2025 and 2024, the Company's accrued liability under the agreements totaled $0 and $3,562,000, respectively. Deferred compensation expense of approximately $53,000, $276,000 and $428,000 was recorded for 2025, 2024 and 2023, respectively. The Company has purchased life insurance policies to fund the benefits payable pursuant to the agreements. The Company is owner and beneficiary of the life insurance policies with aggregate death benefits of approximately $27,714,000 and $27,980,000 at December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, the life insurance policies have cash surrender values of approximately $13,740,000 and $13,606,000, respectively.

Note 15 - Significant Group Concentrations

The majority of the Company’s loans, commitments to extend credit and standby letters of credit have been granted to customers located within Texas. Although the Company’s loan portfolio is diversified, a substantial portion of the Company’s ability to honor their contracts is dependent upon the local business economy in which the Company operates. The concentration of credit by type of loan is set forth in Note 5.

In addition, the nature of the Company’s business requires that it maintain amounts due from banks which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Note 16 - Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgements by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Common Equity Tier 1 Capital (“CET1”), Tier 1 Capital, Total Capital and leverage ratio of Tier 1 Capital. The requirements are:

●

4.5% based upon CET1

●

6.0% based upon tier 1 capital

●

8.0% based on total regulatory capital

●

Leverage ratio of Tier 1 Capital assets equal to 4%

As of December 31, 2025 and 2024, management believes the Bank met all capital adequacy requirements to which they are subject. As of September 30, 2024, the most recent notification from the Bank’s primary regulator, Office of the Comptroller of the Currency, categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since the notification that management believes have changed the Bank's category.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The Bank's actual and required capital amounts and ratios are as follows (dollars in thousands):

Minimum Required

Required to be Well

for Capital

Capitalized

Minimum Required

Adequacy Purposes

under the Prompt

for Capital

including Capital

Corrective Action

Actual

Adequacy Purposes

Conservation Buffer

Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of December 31, 2025

Common Equity Tier 1 (to risk-weighted assets)

102,413

13.64

33,784

4.50

52,553

7.00

48,799

6.50

Total capital (to risk- weighted assets)

111,815

14.89

60,060

8.00

78,829

10.50

75,076

10.00

Tier 1 capital (to risk-weighted assets)

102,413

13.64

45,045

6.00

63,814

8.50

60,060

8.00

Tier 1 capital (to average weighted assets)

102,413

8.34

30,030

4.00

30,030

4.00

37,538

5.00

As of December 31, 2024

Common Equity Tier 1 (to risk-weighted assets)

146,028

14.33

45,844

4.50

71,313

7.00

66,220

6.50

Total capital (to risk- weighted assets)

158,589

15.57

81,501

8.00

106,970

10.50

101,876

10.00

Tier 1 capital (to risk-weighted assets)

146,028

14.33

61,126

6.00

86,595

8.50

81,501

8.00

Tier 1 capital (to average weighted assets)

146,028

10.32

40,751

4.00

66,220

4.00

50,938

5.00

Note 17 - Fair Value of Financial Instruments

Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there is no quoted market price for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at a measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

In accordance with this guidance, the Company groups its financial asset generally measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.

●

Level 1: Valuation is based on quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

●

Level 2: Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

●

Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined by pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

When available, the Company attempts to use quoted market prices to determine fair value and classifies such items as Level 1 or Level 2. If quoted market prices are not available, fair value is often determined using model-based techniques incorporating various assumptions, including interest rates, prepayment speeds, and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the extent to which the valuation inputs are based on market data obtained from independent sources.

The Company measured securities available for sale on a recurring basis. Fair values are based upon quoted market prices, where available, categorized as Level 1. When quoted market prices are not available, the fair values of investment securities were generally determined based on matrix pricing. Matrix pricing is a mathematical technique that utilizes observable market inputs including, for example, yield curves, credit ratings and prepayment speeds. Fair values determined using matrix pricing are generally categorized as Level 2 in the fair value hierarchy.

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The Company measures loans held-for-sale on a recurring basis. Internally originated secondary market loans held-for-sale are measured at fair market value for which an active secondary market and readily available market prices exist, and are generally categorized as Level 2. Income derived from the gain on sale, or “yield spread,” of these loans is recorded at closing in the form of an accounts receivable, and related direct loan origination costs, when incurred. Measuring these assets at fair value allows the Company to better match the revenues and expenses associated with producing these loans in the period in which they are closed.

The following table summarizes financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024 (in thousands):

Level 1

Level 2

Level 3

Total Fair

Inputs

Value

December 31, 2025

Available for sale

Obligations of states and municipal subdivisions

25,024

Mortgage-backed securities

13,735

Collateralized mortgage obligations

10,981

Corporate bonds

998

Loans held-for-sale

2,621

Totals

53,359

December 31, 2024

Available for sale

Obligations of states and municipal subdivisions

25,381

Mortgage-backed securities

15,678

Collateralized mortgage obligations

13,126

Corporate bonds

972

Loans held-for-sale

1,999

Totals

57,156

The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements in accordance with generally accepted account principles.

Fair values of assets measured on a nonrecurring basis at December 31, 2025 and 2024 are as follows (in thousands):

Level 1

Level 2

Level 3

Total Fair

Inputs

Value

December 31, 2025

Collateral dependent loans

1,331

December 31, 2024

Collateral dependent loans

6,488

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The allowance for credit losses for collateral dependent loans are determined based on the fair value of collateral method. Under the fair value of collateral method, the allowance for credit loss is equal to the difference between the carrying value of the loan and the fair value of the collateral less estimated selling costs. The resulting fair value measurement is disclosed in the nonrecurring hierarchy table. Where estimates of fair value used for other collateral supporting commercial loans are based on assumptions not observable in the marketplace, such valuations have been classified as Level 3.

The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or are measured at fair value on a non-recurring basis (in thousands):

December 31, 2025

Carrying

Total

Value

Fair Value

Level 1

Level 2

Level 3

Financial assets

Cash and due from banks

7,579

Interest bearing deposits in banks

75,333

Debt securities available for sale

50,738

Debt securities held to maturity

318

Loans held-for-sale

2,621

2,546

Loans, net

971,030

943,249

Interest receivable

5,589

Financial liabilities

Deposits

1,022,561

954,213

Federal funds and repurchase agreements

1,193

Federal Home Loan Bank advances

Other borrowings

15,141

Subordinated debentures

8,720

Interest payable

2,100

1,829

December 31, 2024

Carrying

Total

Value

Fair Value

Level 1

Level 2

Level 3

Financial assets

Cash and due from banks

25,191

Interest bearing deposits in banks

138,892

Debt securities available for sale

55,157

Debt securities held to maturity

501

Loans held-for-sale

1,999

1,942

Loans, net

1,260,776

1,224,705

Interest receivable

6,634

Financial liabilities

Deposits

1,154,868

1,077,677

Federal funds and repurchase agreements

2,302

Federal Home Loan Bank advances

205,189

Other borrowings

37,336

Subordinated debentures

33,128

Interest payable

2,177

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Note 18 - Income Taxes

Income tax expense (benefit) was as follows at December 31, 2025 and December 31, 2024:

2025

2024

Current expense (benefit)

(139

)

1,380

Deferred expense (benefit)

1,153

(3,920

)

Total

1,014

(2,540

)

Year-end tax assets and liabilities were due to the following at December 31, 2025 and December 31, 2024:

2025

2024

Deferred tax assets:

Allowance for credit losses

(2,225

)

(2,271

)

ACL for unfunded commitments

(45

)

(366

)

Securities

(493

)

(711

)

Accrued lease liability

(1,806

)

(2,153

)

Intangible assets

(98

)

Deferred compensation payable

(748

)

Accrued expenses

(581

)

(508

)

(5,102

)

(6,855

)

Deferred tax liabilities:

Depreciation

329

655

Right of use asset

1,792

2,134

Other

182

146

2,303

2,935

Net deferred tax asset

(2,799

)

(3,920

)

Effective tax rates differ from the federal statutory rate of 21% for 2025 and 2024 applied to income before income taxes due to the following:

2025

2024

Tax expense at the federal statutory tax rate

1,109

701

Increase (decrease) in tax expense from:

Tax-exempt income

(2,564

)

(2,393

)

Earnings from company owned life insurance

(517

)

(367

)

Depreciation

830

837

Accrued expenses

(1,013

)

(1,141

)

Deferred compensation payable

3,562

Other

(393

)

(177

)

Total tax expense

1,014

(2,540

)

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Note 19 – Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consists of unrealized gains (losses) on available for sale securities and fair value of interest rate contracts. The following are the changes in accumulated other comprehensive income (loss), net of tax.

December 31, 2025

Accumulated

Unrealized

Other

Gains (Losses)

Comprehensive

on Securities

Income (Loss)

Beginning Balance

(3,560

)

(3,560

)

Current-period other comprehensive loss

1,703

Ending Balance

(1,857

)

(1,857

)

December 31, 2024

Accumulated

Unrealized

Other

Gains (Losses)

Comprehensive

on Securities

Income (Loss)

Beginning Balance

(3,388

)

(3,388

)

Current-period other comprehensive loss

(172

)

(172

)

Ending Balance

(3,560

)

(3,560

)

December 31, 2023

Accumulated

Unrealized

Other

Gains (Losses)

Comprehensive

on Securities

Income (Loss)

Beginning Balance

(4,670

)

(4,670

)

Current-period other comprehensive income

1,282

Ending Balance

(3,388

)

(3,388

)

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Note 20 – Parent Company Only Condensed Financial Information

Condensed financial information of Wichita Falls Bancshares, Inc. follows:

CONDENSED BALANCE SHEETS

December 31

2025

2024

Assets

Cash and cash equivalents

12,345

11,391

Investment in subsidiaries

107,950

150,011

Other assets

1,465

1,022

Total assets

121,760

162,424

Liabilities and equity

Debt

18,720

65,128

Interest payable

Accrued expenses and other liabilities

Shareholders' equity

102,769

97,234

Total liabilities and shareholders' equity

121,489

162,424

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Years ended December 31

2025

2024

2023

Dividends from subsidiaries

54,046

5,481

Other income

Interest expense

(5,668

)

(4,432

)

(1,528

)

Other expense

(1,784

)

Income (loss) before income tax and undistributed subsidiary income

46,615

(4,364

)

3,971

Income tax benefit

1,415

966

Equity in undistributed subsidiary income

(43,764

)

9,276

3,047

Net income

4,266

5,878

7,018

Comprehensive income

5,969

5,706

8,300

Wichita Falls Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

CONDENSED STATEMENTS OF CASH FLOWS

Years ended December 31

2025

2024

2023

Operating Activities

Net income

4,266

5,878

7,018

Adjustments:

Equity in undistributed subsidiary income

43,764

(9,276

)

(3,046

)

Change in other assets

(364

)

(960

)

Change in other liabilities

208

(128

)

(281

)

Net cash from operating activities

47,874

(4,486

)

3,697

Financing Activities

Proceeds from subordinated debt

8,700

37,725

Repayments of subordinated debt

(24,408

)

Repayments of other borrowings

(22,000

)

Purchase of treasury stock

(400

)

Paid in capital

(6,511

)

(25,205

)

Dividends paid

(434

)

(80

)

(4,042

)

Net cash from financing activities

(46,842

)

1,709

8,478

Net change in cash and cash equivalents

1,032

(2,777

)

12,175

Beginning cash and cash equivalents

11,391

14,168

1,993

Ending cash and cash equivalents

12,423

11,391

14,168

Note 21 - Earnings Per Share

The factors used in the earnings per share computation follow:

2025

2024

2023

Net Income

4,266

5,878

7,018

Average Shares

620,912

581,588

575,771

Earnings per common share

6.87

10.04

12.19

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ex_935435.htm · Sequence: 4

ex_935435.htm

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS OF WICHITA FALLS BANCSHARES, INC.

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2025

The following discussion and analysis is to focus on material changes in the financial condition and results of operation of WFB over the indicated periods. This discussion and analysis is intended to highlight and supplement information presented elsewhere in the consolidated financial statements and related notes. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that management believes are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. Neither WFB nor Investar assumes any obligation to update any of these forward-looking statements.

Results of Operations

Performance Summary

For the year ended December 31, 2025, net income available to common shareholders was $4.27 million, or $6.87 per basic common share and $6.87 per diluted common share, compared to net income available to common shareholders of $5.88 million, or $10.04 per basic common share and $7.48 per diluted common share, for the same period in 2024. Holding company return to common shareholders on average assets decreased to 0.32% for the year ended December 31, 2025 from 0.42% for the year ended December 31, 2024. Return to common shareholders on average common equity decreased to 4.22% for the year ended December 31, 2025, as compared to 6.48% for the year ended December 31, 2024.

Net Interest Income

For the year ended December 31, 2025, net interest income totaled $32.20 million, and net interest margin and net interest spread were 2.51% and 1.82%, respectively. For the year ended December 31, 2024, net interest income totaled $32.05 million and net interest margin and net interest spread were 2.37% and 1.62%, respectively. The average yield on the loan portfolio was 5.99%, for the year ended December 31, 2025, compared to 6.06% for the year ended December 31, 2024, and the average yield on total interest-earning assets was 5.86% for the year ended December 31, 2025, compared to 5.94% for the same period in 2024. For the year ended December 31, 2025, overall cost of funds (which includes noninterest-bearing deposits) decreased 37 basis points compared to the year ended December 31, 2024, primarily due to the decline in market interest rates since the last half of 2024, paying off FHLB advances and the repricing of money market and certificate of deposit portfolios.

The following table presents, for the periods indicated, an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities, the average amounts outstanding and the interest earned or paid on such amounts. The table also sets forth the average rate earned on interest-earning assets, the average rate paid on interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as nonaccrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the periods shown, interest income not recognized on nonaccrual loans was not material. Any nonaccrual loans have been included in the table as loans carrying a zero yield. The average total loans reflected below is net of deferred loan fees and discounts. Acquired loans were recorded at fair value at acquisition and accrete interest income over the remaining lives of the respective loans or expected cash flows. Averages presented in the table below, and throughout this report, are month-end averages. All dollars shown in the following table are presented in thousands.

Year Ended December 31,

2025

2024

Average

Yield/

Average

Yield/

Balance

Interest

Rate

Balance

Interest

Rate

Assets:

Interest-earning assets

Total loans

1,171,133

70,106

5.99

1,251,935

75,920

6.06

Debt securities

53,523

2,424

4.53

58,081

2,618

4.51

Interest-bearing deposits in banks

55,762

2,473

4.43

40,578

1,741

4.29

Total interest-earning assets

1,280,418

75,003

5.86

1,350,594

80,279

5.94

Noninterest-earning assets

73,222

64,631

Total assets

1,353,640

1,415,225

Liabilities & Stockholders' Equity:

Interest-bearing liabilities

Demand, savings and money market deposits

509,541

15,819

3.10

475,956

16,569

3.48

Time deposits

427,546

18,151

4.25

423,173

19,672

4.65

Federal funds purchased and repurchase agreements

2,026

1.23

2,611

1.26

Federal Home Loan Bank advances

58,955

2,732

4.63

143,085

7,286

5.09

Other borrowings

37,217

2,979

8.00

37,416

1,908

5.10

Subordinated debt

23,974

3,095

12.91

34,006

2,758

8.11

Total interest-bearing liabilities

1,059,259

42,801

4.04

1,116,247

48,226

4.32

Noninterest-bearing liabilities

Noninterest-bearing deposits

177,539

186,796

Other liabilities

15,770

21,462

Total noninterest-bearing liabilities

193,309

208,258

Stockholders' equity:

101,072

90,720

Total liabilities and stockholders' equity

1,353,640

1,415,225

Net interest income

32,202

32,053

Net interest spread

1.82

1.62

Net interest margin

2.51

2.37

(1) Average loan balances include nonaccrual loans and loans held for sale.

(2) Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(3) Net interest margin is equal to net interest income divided by average interest-earning assets.

The following table presents information regarding the dollar amount of changes in interest income and interest expense for the periods indicated for each major component of interest-earning assets and interest-bearing liabilities, and distinguishes between the changes attributable to changes in volume and changes attributable to changes in interest rates. Changes attributable to both rate and volume that cannot be segregated have been allocated to rate.

Year Ended December 31, 2025 over 2024

Change Due To:

Volume

Rate

Total

(Dollars in thousands)

Interest-Earning Assets:

Loans

(4,792

)

667

(4,125

)

Debt Securities

(249

)

(166

)

Interest Bearing Balances

1,332

(628

)

704

Other Assets

(474

)

(1,215

)

(1,689

)

Total Increase in Interest Income

(5,276

)

Liabilities:

NOW, Savings, MMA

1,142

(1,894

)

(752

)

Time Deposits

(1,546

)

(1,520

)

FHLB Advances

(4,292

)

(270

)

(4,562

)

Notes Payable

1,072

—

1,072

Subordinated Debt

337

—

337

Total Increase in Interest Expense

(5,425

)

Increase in Net Interest Income

149

Provision for Credit Losses

WFB’s provision for credit losses is a charge to income in order to bring its allowance for credit losses to a level deemed appropriate by management. The negative provision for credit losses was $1.4 million for the year ended December 31, 2025, compared with a provision for credit losses of $1.7 million for the year ended December 31, 2024.

Noninterest Income

The following table presents, for the periods indicated, the major categories of noninterest income:

Year Ended December 31,

Increase

2025

2024

(decrease)

(Dollars in thousands)

Noninterest income:

Service charges on deposit accounts

403

455

(52

)

Mortgage loan sales/originations/processing

555

604

(49

)

Loss on sale of securities

—

(440

)

440

Loss on sale of assets

(1,913

)

—

(1,913

)

Loss on sale of foreclosed assets

(99

)

—

(99

)

Earnings on bank-owned life insurance

436

363

ATM/debit card interchange fees

734

780

(46

)

Other

807

981

(174

)

Total noninterest income

923

2,743

(1,820

)

Noninterest Expense

The following table presents, for the periods indicated, the major categories of noninterest expense:

Year Ended December 31,

Increase

2025

2024

(decrease)

(Dollars in thousands)

Noninterest expense:

Salaries and employee benefits

14,627

16,323

(1,696

)

Occupancy

2,329

2,650

(321

)

Data processing

1,153

1,088

Director fees

520

545

(25

)

Legal and professional fees

3,607

1,773

1,834

FDIC assessment

1,632

1,704

(72

)

Mortgage expense

176

146

Telephone

522

502

Amortization of intangibles

180

—

Other

4,469

4,887

(418

)

Total noninterest expense

29,215

29,798

(583

)

Income Tax Expense

For the year ended December 31, 2025, income tax expense totaled $1.01 million, an increase of $3.55 million, compared to an income tax benefit of $2.54 million for the year ended December 31, 2024. For the year ended December 31, 2025, WFB’s effective tax rate was 19.2%.

Financial Condition

Assets

At December 31, 2025, total assets were $1.16 billion, a decrease of $387 million, or 25.1%, from $1.54 billion at December 31, 2024. The decrease in total assets was primarily due to the sale of $174.8 million of 1-4 family residential real estate loans.

Loan Portfolio

At December 31, 2025, total loans, excluding mortgage loans held for sale, were $981.6 million, a decrease of $290 million, or 22.8%, compared to $1.27 billion at December 31, 2024. The decrease was primarily due to the sale of $174.8 million in 1-4 family residential real estate loans. Additionally, at December 31, 2025 and December 31, 2024, WFB had mortgage loans classified as loans held for sale of $2.62 million and $2.00 million, respectively. Total loans held for investment as a percentage of deposits were 96.0% and 110.1% at December 31, 2025 and December 31, 2024, respectively. Total loans held for investment as a percentage of assets were 84.9% and 82.4% at December 31, 2025 and December 31, 2024, respectively.

The following table summarizes WFB’s held for investment loan portfolio by type of loan at December 31, 2025:

At December 31, 2025

Amount

Percent

(Dollars in thousands)

Commercial real estate

729,787

72.7

Residential real estate

163,418

19.4

Commercial

82,825

7.3

Consumer and other

5,596

0.6

Total loans held for investment

981,626

100

Commercial real estate loans decreased $163 million, or 18.2%, to $730 million at December 31, 2025 from $892 million at December 31, 2024 due to limited production and normal amortization. Residential real estate loans decreased $122 million, or 42.7%, to $163 million at December 31, 2025, from $285 million at December 31, 2024 primarily to normal amortization and limited production as a result of the interest rate environment. Commercial loans decreased $4 million, or 4.3%, to $83 million at December 31, 2025, from $87 million at December 31, 2024 due to the decline in demand for commercial loans as a result of the interest rate environment and normal amortization.

The contractual maturity ranges of loans in WFB’s loan portfolio and the amount of such loans with fixed and floating interest rates in each maturity range at December 31, 2025 are summarized in the following table:

At December 31, 2025

One Year

One Through

Five Through

After Fifteen

or Less

Five Years

Fifteen Years

Years

Total

(Dollars in thousands)

Commercial real estate

56,327

77,938

45,227

550,294

729,787

Residential real estate

161,228

2,190

—

163,418

Commercial

22,357

47,855

12,612

—

82,825

Consumer and other

1,492

3,434

669

—

5,596

Total loans held for investment

241,405

131,418

58,509

550,294

981,626

Fixed rate loans:

Commercial real estate

43,838

46,862

3,719

22,785

117,205

Residential real estate

146,116

1,893

—

148,010

Commercial

12,933

40,918

327

—

54,179

Consumer and other

1,352

3,374

669

—

5,395

Total fixed rate loans

204,240

93,048

4,716

22,785

324,789

Floating rate loans:

Commercial real estate

31,076

12,489

41,508

527,509

612,582

Residential real estate

296

15,112

—

15,408

Commercial

6,937

9,424

12,285

—

28,646

Consumer and other

140.38

—

201

Total floating rate loans

38,370

37,165

53,793

527,509

656,837

Nonperforming Assets

At December 31, 2025 and December 31, 2024, WFB had $2.8 million and $8.1 million in nonperforming assets, respectively, and $2.8 million and $8.0 million in nonperforming loans, respectively. The decrease in nonperforming assets and non-performing loans for the year ended December 31, 2025 was primarily attributable to a decrease in non-performing 1-4 family residential real estate loans.

The following tables present information regarding nonperforming loans at the dates indicated:

As of December 31,

2025

2024

(Dollars in thousands)

Nonaccrual loans

1,441

7,107

Accruing loans 90 or more days past due

1,332

928

Total nonperforming loans

2,773

8,035

Other nonperforming assets (repossessions)

Other real estate owned

—

Total nonperforming assets

2,809

8,134

Ratio of nonperforming loans to total loans held for investment

0.28

0.63

Ratio of nonperforming assets to total assets

0.24

0.53

Ratio of nonaccrual loans to total loans held for investment

0.15

0.56

Nonaccrual loans by category:

Commercial real estate

—

Residential real estate

1,235

6,630

Commercial

103

424

Consumer and other

103

Total

1,441

7,107

Potential Problem Loans

The following tables summarize WFB’s internal ratings of loans held for investment at December 31, 2025.

At December 31, 2025

Pass

Special Mention

Substandard

Doubtful

Total

(Dollars in thousands)

Commercial real estate

727,304

1,248

1,235

—

729,787

Residential real estate

163,418

—

163,418

Commercial

80,855

1,867

103

—

82,825

Consumer and other

5,494

—

102

—

5,596

Total

977,071

3,115

1,440

—

981,626

Allowance for Credit Losses

At December 31, 2025, the allowance for credit losses totaled $10.6 million, or 1.08%, of total loans held for investment, as compared to an allowance for credit losses of $10.8 million, or 0.85%, of total loans held for investment at December 31, 2024. The following tables present, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data:

For the Years

Ended December 31,

2025

2024

(Dollars in thousands)

Average loans outstanding

1,171,133

1,251,935

Gross loans held for investment at end of period

981,626

1,271,591

Allowance for credit losses at beginning of period

10,815

10,338

Reallocation of ACL for off-balance sheet credit exposures

—

100

Provision for credit losses

163

1,660

Charge-offs:

Commercial real estate

—

Residential real estate

232

Commercial

218

1,189

Consumer and other

Total charge-offs

480

1,374

Recoveries:

Commercial real estate

—

Residential real estate

—

Commercial

Consumer and other

Total recoveries

Net charge-offs

382

1,283

Allowance for credit losses at end of period

10,596

10,815

Ratio of allowance for credit losses to end of period loans held for investment

1.08

0.85

Ratio of net charge-offs to average loans

0.03

0.10

For the Years Ended December 31,

2025

2024

Net Charge-offs

% of Average Loans

Net Charge-offs

% of Average Loans

(Dollars in thousands)

Commercial real estate

—

0.00

—

0.00

Residential real estate

232

0.02

0.01

Commercial

146

0.01

1,104

0.09

Consumer and other

0.00

0.01

Total net charge-offs

382

0.03

1,283

0.10

The following table shows the allocation of the allowance for credit losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for credit losses as shown in the table should neither be interpreted as an indication of future charge-offs, nor as an indication that charge-offs in future periods will necessarily occur in these amounts or in the indicated proportions. The total allowance is available to absorb losses from any loan category.

As of December 31, 2025

As of December 31, 2024

Amount

% to Total

Amount

% to Total

(Dollars in thousands)

Commercial real estate

2,532

23.9

2,411

22.3

Residential real estate

8,312

78.4

8,517

78.8

Commercial

(251

)

(2.4

(113

)

(1.0

Consumer and other

0.0

—

0.0

Total allowance for credit losses

10,596

100

10,815

100

Securities

At December 31, 2025, the carrying amount of investment securities totaled $51.1 million, a decrease of $4.6 million, or 8.27%, compared to $55.7 million at December 31, 2024. Securities represented 4.42% and 3.61% of total assets at December 31, 2025 and December 31, 2024, respectively. The following tables summarize the amortized cost and estimated fair value of investment securities as of the dates shown:

December 31, 2025

Gross

Allowance

Amortized

Unrealized

for

Fair

Cost

Gains

Losses

Credit Losses

Value

(Dollars in thousands)

Available for sale

Obligations of states and municipal subdivisions

27,453

—

(2,429

)

-—

25,024

Mortgage-backed securities

13,784

216

(265

)

—

13,735

Collateralized mortgage obligations

10,852

210

(81

)

—

10,981

Corporate bonds

1,000

—

)

—

998

Total available for sale

53,089

426

(2,777

)

—

50,738

Gross

Allowance

Amortized

Unrecognized

for

Fair

Cost

Gains

Losses

Credit Losses

Value

(Dollars in thousands)

Held to maturity

Obligations of states and municipal subdivisions

318

—

318

Total held to maturity

318

—

318

December 31, 2024

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Allowance

for

Credit Losses

Fair

Value

(Dollars in thousands)

Available for sale

Obligations of states and municipal subdivisions

28,659

—

(3,278

)

—

25,381

Mortgage-backed securities

16,367

—

(689

)

—

15,678

Collateralized mortgage obligations

13,403

(293

)

—

13,126

Corporate bonds

1,000

—

(28

)

—

972

Total available for sale

59,429

(4,288

)

—

55,157

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Allowance

for

Credit Losses

Fair

Value

(Dollars in thousands)

Held to maturity

Obligations of states and municipal subdivisions

501

—

501

Total held to maturity

501

—

501

All of WFB’s mortgage-backed securities are agency securities. It did not hold any Fannie Mae or Freddie Mac preferred stock, corporate equity, collateralized debt obligations, collateralized loan obligations, private label collateralized mortgage obligations, subprime, Alt-A, or second lien elements in its investment portfolio at December 31, 2025.

The following table sets forth the fair value, maturities and approximated weighted average yield based on estimated annual income divided by the average amortized cost of the securities portfolio at December 31, 2025. The contractual maturity of a mortgage-backed security is the date at which the last underlying mortgage matures.

3 Months or Less

Over 3 Months Through 1 Year

Over 1 Year Through 5 Years

Over 5 Years Through 10 Years

Over 10 Years

Total

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Held to maturity:

Municipal securities

—

5.23

282

6.18

—

318

6.07

Available for sale:

Municipal securities

120

2.36

—

2,499

2.37

6,099

2.20

16,307

1.51

25,025

1.77

Corporate bonds

—

998

5.16

—

998

5.16

Mortgage-backed securities

—

1.98

6,152

3.62

6,669

4.54

865.00

5.46

13,734

4.18

Collateralized mortgage obligations

1.83

1,693

5.33

7,695

4.89

1,591

4.92

—

10,981

4.96

122

—

1,777

2.73

17,626

4.19

14,359

3.75

17,172

1.45

51,056

3.19

The contractual maturity of mortgage-backed securities, collateralized mortgage obligations and asset-backed securities is not a reliable indicator of their expected life because borrowers have the right to prepay their obligations at any time. Mortgage-backed securities and asset-backed securities are typically issued with stated principal amounts and are backed by pools of mortgage loans and other loans with varying maturities. The term of the underlying mortgages and loans may vary significantly due to the ability of a borrower to prepay. Monthly paydowns on mortgage-backed securities tend to cause the average life of the securities to be much different than the stated contractual maturity. During a period of increasing interest rates, fixed rate mortgage-backed securities do not tend to experience heavy prepayments of principal and, consequently, the average life of this security will be lengthened. If interest rates begin to fall, prepayments may increase, thereby shortening the estimated life of this security. The weighted average life of WFB’s investment portfolio was 6.22 years with an estimated effective duration of 3.89 years at December 31, 2025.

WFB did not own securities of any one issuer for which aggregate adjusted cost exceeded 10% of the consolidated stockholders’ equity at December 31, 2025 or December 31, 2024

Deposits

Total deposits at December 31, 2025 were $1.02 billion, a decrease of $132 million, or 11.5%, compared to $1.15 billion at December 31, 2024. The decrease in deposits for the year ended December 31, 2025 was attributable primarily to a strategic reduction in higher cost wholesale money market and CD deposits following WFB’s sale of $174.8 million in 1-4 family residential real estate loans. Total uninsured deposits were $312 million, or 30.50% of deposits at December 31, 2025, compared to $322 million, or 28.77% of deposits at December 31, 2024. Amounts of uninsured deposits are estimated and are based on the same methodologies and assumptions used for regulatory reporting purposes. Noninterest-bearing deposits at December 31, 2025 were $187.9 million, a decrease of $29.5 million, or 13.6%, compared to $217.3 million at December 31, 2024.

The following table presents the monthly average balances, in thousands, and weighted average rates paid on deposits for the periods indicated:

For the Years Ended December 31,

2025

2024

Average Balance

Average Rate

Average Balance

Average Rate

Interest-bearing demand accounts

80,291

0.10

74,609

0.10

Limited access money market accounts and savings

429,250

3.67

401,347

4.11

Certificates and other time deposits > $250k

365,722

4.26

367,733

4.72

Certificates and other time deposits < $250k

61,824

3.55

55,440

4.17

Total interest-bearing deposits

937,087

3.66

899,129

4.03

Noninterest-bearing demand accounts

177,539

186,796

Total deposits

1,114,626

3.05

1,085,925

3.34

The ratio of average noninterest-bearing deposits to average total deposits for the nine months ended December 31, 2025 was 15.93%, and for the year ended December 31, 2024 was 17.20%.

The following table sets forth the contractual maturities of certificates of deposit at December 31, 2025:

CDs <

CDs >

Brokered

$250,000

CDs

(Dollars in thousands)

3 months or less

95,960

99,757

—

3 months to 6 months

55,020

43,865

—

6 months to 12 months

45,944

18,348

—

12 months or more

16,612

3,706

—

213,536

165,676

—

FHLB Advances

The FHLB allows WFB to borrow on a blanket floating lien status collateralized by certain securities and loans. At December 31, 2025 and December 31, 2024, WFB’s total borrowing capacity from the FHLB was $460.3 million and $552.8 million, respectively. WFB utilizes these borrowings to meet liquidity needs and to fund certain fixed rate loans in its portfolio. The following table presents WFB’s FHLB borrowings, in thousands, at December 31, 2025.

Amount outstanding

Weighted average stated interest rate

3.61

Maximum month-end balance during the year

203,158

Average balance outstanding during the year

58,955

Weighted average interest rate during the year

4.63

Liquidity and Capital Resources

Liquidity

For the year ended December 31, 2025, liquidity needs at the subsidiary bank level, where substantially all of WFB’s activities and operations are conducted, were primarily met by core deposits, security and loan maturities, and amortizing investment and loan portfolios. In addition, brokered deposits and short-term advances from FHLB were utilized. At December 31, 2025, First National Bank maintained lines of credit with correspondent banks which provided for extensions of credit with an availability to borrow up to an aggregate of $30.0 million. At December 31, 2025, there was no outstanding indebtedness under these lines of credit. At the parent company level, WFB’s liquidity needs were primarily supported by cash on hand and dividends from First National Bank.

The following table illustrates, for the periods presented, the mix of WFB’s funding sources and the average assets in which those funds were invested as a percentage of average total assets. Average assets totaled $1.35 billion and $1.42 billion for the years ended December 31, 2025 and December 31, 2024, respectively.

For the Year Ended

December 31, 2025

For the Year Ended

December 31, 2024

Source of Funds:

Deposits

Noninterest-bearing

13.11

13.20

Interest-bearing

69.23

63.53

Subordinated debt

1.77

2.40

Federal Home Loan Bank advances

4.35

10.30

Other borrowings

2.90

2.64

Other liabilities

1.17

1.52

Stockholders' Equity:

7.47

6.41

Total

100

Uses of Funds:

Total loans

86.52

88.46

Debt securities

3.95

4.10

Interest-bearing deposits in banks

4.12

2.87

Other noninterest-earning assets

5.41

4.57

Total

100

Average noninterest-bearing deposits to average deposits

15.93

17.20

Average loans to average deposits

105.07

115.29

WFB’s primary source of funds is deposits, and its primary use of funds is loans. It does not expect a change in the primary source or use of funds in the foreseeable future. At December 31, 2025, WFB had outstanding $77.1 million in commitments to extend credit and $839 thousand in commitments associated with outstanding standby and commercial letters of credit. At December 31, 2024, WFB had outstanding $207.7 million in commitments to extend credit and $727 thousand in commitments associated with outstanding standby and commercial letters of credit. Because commitments associated with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements.

Capital Resources

Total stockholders’ equity increased to $102.8 million at December 31, 2025, compared to $97.2 million at December 31, 2024, an increase of $5.5 million, or 5.69%. The increase in total stockholders’ equity for the year ended December 31, 2025 was primarily due to a decrease in the amount of WFB’s accumulated other comprehensive loss of $1.7 million, resulting from the after-tax effect of unrealized gains in its investment securities portfolio during the period.

At December 31, 2025 and December 31, 2024, First National Bank was in compliance with all applicable regulatory capital requirements, and it was classified as “well-capitalized” for purposes of the OCC’s prompt corrective action regulations. “Well capitalized” is the highest capital classification for FDIC-insured financial institutions in the United States. The following table presents the actual capital amounts, in thousands, and regulatory capital ratios for First National Bank at December 31, 2025.

Amount

Total capital (to risk weighted assets)

111,815

14.89

Tier 1 capital (to risk weighted assets)

102,413

13.64

Common equity tier 1 capital (to risk weighted assets)

102,413

13.64

Tier 1 capital (to average assets)

102,413

8.34

Contractual Obligations

The following table summarizes WFB’s contractual obligations and other commitments to make future payments at December 31, 2025 (other than non-maturity deposit obligations), which consist of future cash payments associated with contractual obligations under FHLB advances, subordinated debt, revolving line of credit, and non-cancelable future operating leases. Payments related to leases are based on actual payments specified in underlying contracts.

As of December 31, 2025

More than 1

3 years or

but less than 3

more but less

5 years or

1 year or less

years

than 5 years

Total

(Dollars in thousands)

Time Deposits

358,893

19,333

986

—

379,212

Brokered CDs

—

Subordinated Debt

—

8,720

Federal Home Loan Bank advances

—

Commitments to extend credit and unfunded commitments

55,196

20,349

306

1,212

77,063

Standby letters of credit

564

275

—

839

Total

414,717

39,957

1,292

9,932

465,898

Interest Rate Sensitivity and Market Risk

The following table summarizes the simulated change in net interest income and fair value of equity over a 12-month horizon as of the dates indicated:

At December 31, 2025

At December 31, 2024

Change in Interest Rates

Percent Change in

(Basis Points)

Net Interest Income

Fair Value of Equity

Net Interest Income

Fair Value of Equity

+300

(0.9

(9.5

(13.0

(18.2

+200

(0.6

(6.4

(8.7

12.3

+100

(0.3

(3.2

(4.3

(6.3

Base

—

-100

(0.4

3.1

3.3

6.3

-200

0.8

6.3

11.1

12.9

The results of the simulations are primarily driven by the contractual characteristics of all balance sheet instruments and customer behavior.

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: ex_935436.htm · Sequence: 5

ex_935436.htm

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

Introductory Note to Unaudited Pro Forma Condensed Combined Consolidated Financial Information

The following unaudited pro forma condensed combined consolidated balance sheet as of December 31, 2025, and the unaudited pro forma condensed combined consolidated statement of income for the year ended December 31, 2025, have been prepared to show the impact on Investar’s historical financial position and results of operations of the following transaction:

•

the consummation of the merger, including the expected issuance of 3,955,272 shares of Investar common stock to WFB’s shareholders, valued at $26.72 per share, which was the closing price of Investar common stock as of December 31, 2025.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 is presented as if the merger with WFB had occurred on December 31, 2025. The unaudited pro forma condensed combined consolidated statement of income for the year ended December 31, 2025 is presented as if the merger and transactions that occurred therewith had occurred on January 1, 2025. The unaudited pro forma condensed combined 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. 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.

Investar anticipates 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 condensed combined 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 CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2025

Historical Investar

Historical WFB

Purchase Accounting Adjustments

Notes

Pro Forma Combined

(Dollars in thousands)

ASSETS

Cash and due from banks

26,606

7,579

(10,018

)

(1)

24,167

Interest-bearing balances due from other banks

14,899

75,333

—

90,232

Cash and cash equivalents

41,505

82,912

(10,018

)

114,399

Available for sale securities at fair value

370,614

50,738

—

421,352

Held to maturity securities at amortized cost

48,199

318

—

48,517

Loans held for sale

—

2,621

—

2,621

Loans

2,175,973

981,626

(21,850

)

(2)

3,135,749

Less: allowance for credit losses

(26,349

)

(10,596

)

(1,064

)

(3)

(38,009

)

Loans, net

2,149,624

971,030

(22,914

)

3,097,740

Equity securities at fair value

3,354

—

3,354

Nonmarketable equity securities

17,021

3,621

—

20,642

Bank premises and equipment, net

39,534

13,699

6,228

(4)

59,461

Other real estate owned, net

3,374

—

3,374

Accrued interest receivable

14,289

5,589

—

19,878

Deferred tax asset

14,050

2,799

(5)

19,648

Goodwill and other intangible assets, net

41,184

5,147

25,127

(6)(7)

71,458

Bank owned life insurance

69,188

13,740

—

82,928

Other assets

21,112

3,832

—

24,944

Total assets

2,833,048

1,156,046

1,222

3,990,316

LIABILITIES

Deposits:

Noninterest-bearing

445,986

187,870

—

633,856

Interest-bearing

1,904,263

834,691

768

(8)

2,739,722

Total deposits

2,350,249

1,022,561

768

3,373,578

Advances from Federal Home Loan Bank

116,000

—

116,064

Repurchase agreements

11,183

1,193

—

12,376

Subordinated debt, net of unamortized issuance costs

16,738

—

16,738

Junior subordinated debt

8,830

8,720

443

(9)

17,993

Other borrowings

—

15,141

(90

)

(10)

15,051

Accrued taxes and other liabilities

28,975

5,598

—

(11)

34,573

Total liabilities

2,531,975

1,053,277

1,121

3,586,373

Commitments and contingencies

STOCKHOLDERS’ EQUITY

Preferred stock

30,353

—

30,353

Common stock

9,799

621

3,334

(12)

13,754

Surplus

146,133

33,277

68,454

(13)

247,864

Retained earnings

150,510

70,728

(73,544

)

(14)

147,694

Accumulated other comprehensive loss

(35,722

)

(1,857

)

1,857

(15)

(35,722

)

Total stockholders’ equity

301,073

102,769

101

403,943

Total liabilities and stockholders’ equity

2,833,048

1,156,046

1,222

3,990,316

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

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2025

Investar

WFB

Pro Forma Adjustments

Notes

Pro Forma Combined

In thousands, except per share data)

INTEREST INCOME

Interest and fees on loans

126,732

70,106

9,726

(16)

206,564

Interest on investment securities:

14,683

2,424

—

17,107

Other interest income

2,601

2,473

—

5,074

Total interest income

144,016

75,003

9,726

228,745

INTEREST EXPENSE

Interest on deposits

57,868

33,970

685

(17)

92,523

Interest on borrowings

5,375

8,831

(27

)

(18)

14,179

Total interest expense

63,243

42,801

658

106,702

Net interest income

80,773

32,202

9,068

122,043

Provision for credit losses

(3,391

)

(1,370

)

—

(4,761

)

Net interest income after provision for credit losses

84,164

33,572

9,068

126,804

NONINTEREST INCOME

Service charges on deposit accounts

3,256

403

—

3,659

Mortgage loan sales/origination/processing

—

555

—

555

Gain on call or sale of investment securities, net

—

Loss on sale or disposition of fixed assets, net

)

—

)

Gain (loss) on sale of other real estate owned, net

(99

)

—

(70

)

Loss on sale of loans

—

(1,913

)

—

(1,913

)

Interchange fees

1,574

734

—

2,308

Income from bank owned life insurance

1,985

436

—

2,421

Change in the fair value of equity securities

261

—

261

Other operating income

2,348

807

—

3,155

Total noninterest income

9,463

923

—

10,386

NONINTEREST EXPENSE

Depreciation and amortization

2,792

935

2,009

(19)(20)(21)

5,736

Salaries and employee benefits

40,228

14,627

—

54,855

Occupancy

2,667

2,329

—

4,996

Data processing

3,456

1,153

—

4,609

Marketing

429

191

—

620

Professional fees

2,076

3,607

—

5,683

Acquisition expense

1,036

—

1,036

Other operating expenses

13,057

6,373

—

19,430

Total noninterest expense

65,741

29,215

2,009

96,965

Income before income tax expense

27,886

5,280

7,059

40,225

Income tax expense

4,982

1,014

1,482

(22)

7,478

Net income

22,904

4,266

5,577

32,747

Earnings per common share:

Basic earnings per common share

2.22

6.87

2.49

Diluted earnings per common share

2.13

6.87

2.32

Weighted-average common shares outstanding

Basic

9,829,130

620,912

3,334,360

(23)

13,163,490

Diluted

10,776,985

620,912

3,334,360

(23)

14,111,345

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

INVESTAR HOLDING CORPORATION

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

On July 1, 2025, Investar entered into the merger agreement with WFB. Under the terms of the merger agreement, all of the issued and outstanding shares of WFB common stock were converted into aggregate merger consideration consisting of $7.2 million in cash and 3,955,272 shares of Investar common stock for an aggregate transaction value of $112.9 million. This value is based on Investar’s closing stock price on December 31, 2025 of $26.72.

The unaudited pro forma condensed combined consolidated balance sheet and statements of income, including per share data, are presented after giving effect to the merger. The pro forma financial information assumes that the merger with WFB occurred on January 1, 2024 for purposes of the unaudited pro forma condensed combined consolidated statements of income and on December 31, 2025 for purposes of the unaudited pro forma condensed combined consolidated balance sheet and gives effect to the merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period.

The merger will be accounted for using the acquisition method of accounting; accordingly, the difference between the purchase price over the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed will be recorded as goodwill.

The pro forma financial information includes estimated adjustments to record the assets and liabilities of WFB at their respective fair values and represents management’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final allocation of the purchase price will be determined after completion of a final analysis to determine the fair values of WFB’s tangible and identifiable intangible assets and liabilities as of the closing date and any differences could be material.

NOTE 2. PRO FORMA ADJUSTMENTS

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined consolidated financial information. All adjustments are based on current valuations, estimates and assumptions that are subject to change and such change could be material.

(1)

Reflects the payment of $7.2 million in cash consideration to the shareholders of WFB as a result of the merger and a reduction of $2.8 million in merger-related expenses.

(2)

Reflects an estimated interest rate fair value mark of $21.9 million on the WFB loan portfolio.

(3)

Reflects the elimination of WFB’s historical allowance for credit losses totaling $10.6 million and the $11.7 million addition to establish the initial allowance for credit losses.

(4)

Reflects the fair value of fixed assets acquired.

(5)

Represents the estimated net deferred tax asset resulting from the merger.

(6)

Reflects the elimination of WFB’s goodwill totaling $4.4 million and to record the estimated goodwill of $16.7 million resulting from the merger.

(7)

Represents the recognition of the fair value of acquired core deposit intangible of $13.6 million, net of the elimination of $0.8 million of WFB’s historical core deposit intangible.

(8)

Reflects the fair value premium on fixed maturity deposits, which was calculated by discounting future contractual payments at the current market interest rate.

(9)

Reflects the elimination of WFB’s historical discount on previously acquired trust preferred securities of $0.6 million and an adjustment to the fair market value on WFB’s trust preferred securities of $0.1 million.

(10)

Reflects the fair market value adjustment on WFB’s other borrowings of $0.1 million.

(11)

Reflects the reversal of WFB’s allowance for credit losses related to unfunded commitments and to record Investar’s accrual of allowance for credit losses related to unfunded commitments.

(12)

Reflects the elimination of WFB’s common stock account and the increase in Investar’s common stock account as a result of the issuance of 3,955,272 shares of Investar common stock as a result of the merger.

(13)

Reflects the elimination of WFB’s capital surplus account and the increase in Investar’s surplus account as a result of the issuance of 3,955,272 shares of Investar common stock as a result of the merger.

(14)

Reflects the elimination of WFB’s retained earnings of $70.7 million and to record the estimated after tax merger costs of $2.8 million expected to be incurred by Investar.

(15)

Reflects the elimination of WFB’s accumulated other comprehensive loss account.

(16)

Interest income on loans was adjusted to reflect the accretion of the non-credit discount on a level-yield method over the remaining estimated life of the loans acquired.

(17)

Interest expense on deposits was adjusted to reflect the amortization of the time deposit fair value premium over the remaining life of the deposits.

(18)

Adjustment to record the accretion of the discount on acquired borrowings.

(19)

Reflects the reversal of WFB core deposit intangible amortization recorded of $0.2 million for the twelve months ended December 31, 2025.

(20)

Reflects the additional depreciation expense related to the fair value of fixed assets acquired. The estimated amount of additional depreciation is $0.2 million for the twelve months ended December 31, 2025.

(21)

Reflects the amortization of the core deposit intangible based on an accelerated method over an estimated useful life. The estimated amount of the amortization is $2.0 million for the twelve months ended December 31, 2025.

(22)

Represents the net federal tax effect of the pro forma adjustments using Investar’s statutory tax rate of 21.0%.

(23)

Adjustment to eliminate WFB common shares and record Investar common shares reflecting the issuance of 3,955,272 shares at closing.

NOTE 3. PRO FORMA ALLOCATION OF PURCHASE PRICE

The following shows the pro forma allocation of the consideration paid for WFB’s common equity to the acquired identifiable assets and liabilities assumed and the pro forma goodwill generated from the transaction.

Preliminary Purchase Price Allocation (in thousands, except share data):

Shares of Investar common stock to be issued for shares of WFB common stock

3,955,272

Price per share, based on Investar prices as of December 31, 2025

26.72

Pro forma value of Investar common stock to be issued

105,685

Cash consideration

7,202

Total value of consideration

112,887

Identifiable assets:

Cash and cash equivalents

82,912

Investment securities

51,056

Net loans

950,737

Nonmarketable equity securities

3,621

Bank premises and equipment

19,926

Core deposit intangible

13,570

Bank owned life insurance

13,740

Other assets

15,019

Total identifiable assets

1,150,581

Identifiable liabilities:

Deposits

1,023,329

Advances from Federal Home Loan Bank

Repurchase agreements

1,193

Notes payable

9,163

Other borrowings

15,051

Other liabilities

5,598

Total identifiable liabilities

1,054,398

Net assets acquired

96,183

Resulting goodwill

16,704

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