false 0001602658 0001602658 2023-07-19 2023-07-19
 
 
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): July 19, 2023
 
 
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 Blvd.
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. ☐
 
 
 
 
 
Item 8.01 Other Events
 
On July 19, 2023, Investar Holding Corporation (the “Company”) issued a press release announcing that its Board of Directors authorized an additional 350,000 shares of the Company’s common stock for repurchase by the Company under its share repurchase program.
 
A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
Description of Exhibit
   
99.1
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: July 20, 2023
  
By:
/s/ John J. D’Angelo
     
John J. D’Angelo
     
President and Chief Executive Officer
 
 
 

Exhibit 99.1

ex_418875img001.jpg

 

 

Investar Holding Corporation Announces Additional Authorization Under Share Repurchase Program

 

Baton Rouge, La., July 19, 2023 (ACCESSWIRE) – Investar Holding Corporation (the “Company”) (Nasdaq:ISTR), the holding company of Investar Bank, National Association (the “Bank”), announced that the Board of Directors has authorized the repurchase of an additional 350,000 shares of the Company’s common stock under a stock repurchase program, in addition to 248,439 shares remaining under the current repurchase program. The additional shares authorized for repurchase represent approximately 4% of the Company’s outstanding common stock. Recent stock buyback activity includes 138,275 shares that were repurchased by the Company during the first two quarters of 2023 at an average price of $14.39. Since the inception of the stock repurchase program in 2015, the Company has paid $46.7 million to repurchase 2,451,561 shares at an average price of $19.05.

 

“The Company and Board of Directors believe that Investar’s current share price does not reflect the Company’s long-term intrinsic value, and the extension of this repurchase program underscores our confidence in the long-term outlook for our business. We believe the current stock price is undervalued and a strong investment opportunity for the Company. The repurchase program is complemented by our ongoing quarterly shareholder dividend, which has increased at 34% per annum since our initial public offering to $0.10 per share,” stated John D’Angelo, President and CEO.

 

The Company plans to repurchase its shares in open market transactions from time to time or through privately negotiated transactions in accordance with federal securities laws, at the Company’s discretion. The repurchase program, which has no expiration date, may be suspended or terminated at any time.

 

The timing and amount of any share repurchases will depend on a variety of factors, including the trading price of the Company’s common stock, securities laws and other regulatory restrictions, potential alternative uses for capital, and market and economic conditions. Repurchased shares will become treasury shares and may be reissued in connection with the Company’s stock incentive plans, other compensation programs, other transactions, or for other corporate purposes. The repurchase program does not obligate the Company to repurchase any shares and will remain in effect until fully utilized or until modified, suspended or terminated.

 

About Investar Holding Corporation

 

Investar Holding Corporation, headquartered in Baton Rouge, Louisiana, provides full banking services, excluding trust services, through its wholly-owned banking subsidiary, Investar Bank, National Association. The Bank currently operates 28 branch locations serving Louisiana, Texas and Alabama. At March 31, 2023, the Bank had 332 full-time equivalent employees and total assets of $2.8 billion.

 

Forward-Looking Statements

 

This press release may include forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and assumptions about our business that are subject to a variety of risks and uncertainties that could cause the actual results to differ materially from those described in this press release. You should not rely on forward-looking statements as a prediction of future events. Additional information regarding factors that could cause actual results to differ materially from those discussed in any forward-looking statements are described in reports and registration statements we file with the SEC, including our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, copies of which are available on the Investar website at www.investarbank.com.

 

We disclaim any obligation to update any forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based except as required by law.

 

Contact:

 

Investar Holding Corporation

John R. Campbell
Executive Vice President and Chief Financial Officer

(225) 227-2215

John.Campbell@investarbank.com