8-K: Wichita Falls Bancshares Reports 2025 Results Ahead of Investar Merger

Sentiment:

Audited Consolidated Financial Statements 30 March 2026 5:43 PM

Wichita Falls Bancshares, Inc. reported a decline in net income and assets for 2025, alongside improved credit quality, prior to its acquisition by Investar Bank, NA.

Capital raiseIn November 2023, Bancshares began issuing convertible subordinated debt to individual investors or entities to prepare for conversion from a Subchapter S corporation to a C corporation.These notes matured 24 months from issuance, had an 8% fixed interest rate, and were convertible into WFBI common stock after June 2024.During 2024, 37 notes totaling approximately $7.02 million were converted into 47,525 shares of common stock.

Worse than expectedNet income decreased by 27.5% from $5.88 million in 2024 to $4.27 million in 2025.Total assets decreased by 25.1% from $1.54 billion in 2024 to $1.16 billion in 2025.Total loans held for investment decreased by 22.8% from $1.27 billion in 2024 to $981.6 million in 2025.Total deposits decreased by 11.5% from $1.15 billion in 2024 to $1.02 billion in 2025.Non-interest income decreased significantly from $2.74 million in 2024 to $923 thousand in 2025.

Summary

Net income for Wichita Falls Bancshares, Inc. (WFB) decreased to $4.27 million in 2025 from $5.88 million in 2024 and $7.02 million in 2023.
Earnings per share (EPS) declined to $6.87 in 2025 from $10.04 in 2024 and $12.19 in 2023.
Total assets decreased significantly by $387 million (25.1%) to $1.16 billion at December 31, 2025, from $1.54 billion at December 31, 2024.
The decrease in assets was primarily driven by the sale of $174.8 million in 1-4 family residential real estate loans.
Total loans held for investment decreased by $290 million (22.8%) to $981.6 million at December 31, 2025.
Total deposits decreased by $132 million (11.5%) to $1.02 billion at December 31, 2025, attributed to a strategic reduction in higher-cost wholesale money market and CD deposits.
Net interest income slightly increased to $32.20 million in 2025 from $32.05 million in 2024, with net interest margin improving to 2.51% from 2.37%.
A negative provision for credit losses of $1.4 million was recorded in 2025, compared to a provision of $1.7 million in 2024, indicating improved credit quality.
Nonperforming assets significantly decreased to $2.8 million at December 31, 2025, from $8.1 million at December 31, 2024.
Total stockholders' equity increased by $5.5 million (5.69%) to $102.8 million at December 31, 2025, primarily due to a decrease in accumulated other comprehensive loss.
The Bank maintained its 'well capitalized' status under regulatory frameworks at both December 31, 2025, and December 31, 2024, with all capital ratios exceeding minimum requirements.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. While key financial metrics like net income, assets, and loans declined, the significant improvement in credit quality, strong capital position, and the successful acquisition by Investar Bank, NA, provide a positive resolution for WFB's shareholders.

Positives

Net interest income slightly increased to $32.20 million in 2025, up from $32.05 million in 2024.
Net interest margin improved to 2.51% in 2025 from 2.37% in 2024.
A reversal of provision for credit losses of $1.4 million in 2025, compared to a provision of $1.7 million in 2024, indicates improved credit quality and lower expected losses.
Nonperforming assets significantly decreased to $2.8 million at December 31, 2025, from $8.1 million at December 31, 2024, reflecting better asset quality.
The ratio of nonperforming loans to total loans held for investment improved to 0.28% in 2025 from 0.63% in 2024.
Total stockholders' equity increased by $5.5 million (5.69%) to $102.8 million at December 31, 2025.
Accumulated other comprehensive loss decreased by $1.7 million, resulting from unrealized gains in the investment securities portfolio.
The Bank maintained its 'well capitalized' regulatory status, with strong capital ratios (Common Equity Tier 1 at 13.64%, Total Capital at 14.89%, Tier 1 Capital at 13.64% of risk-weighted assets).
Federal Home Loan Bank advances decreased significantly from $205.19 million in 2024 to $64 thousand in 2025, reducing reliance on wholesale funding.

Negatives

Net income decreased to $4.27 million in 2025 from $5.88 million in 2024, representing a 27.5% decline.
Earnings per share (EPS) decreased to $6.87 in 2025 from $10.04 in 2024, a 31.5% reduction.
Total assets decreased by $387 million (25.1%) to $1.16 billion at December 31, 2025.
Total loans held for investment decreased by $290 million (22.8%) to $981.6 million at December 31, 2025, primarily due to loan sales and limited production.
Total deposits decreased by $132 million (11.5%) to $1.02 billion at December 31, 2025, reflecting a strategic reduction in higher-cost deposits.
Non-interest income significantly decreased to $923 thousand in 2025 from $2.74 million in 2024, largely due to losses on the sale of assets and foreclosed assets.
Legal and professional fees increased substantially to $3.61 million in 2025 from $1.77 million in 2024.
The average yield on the loan portfolio slightly decreased to 5.99% in 2025 from 6.06% in 2024.

Risks

Concentration of credit risk: A significant portion of the loan portfolio is collateralized by real estate and related assets located in specific Texas markets (Wichita Falls, Southlake, Wise County), making collectability susceptible to changes in local market conditions.
Exposure to uninsured deposits: The Company had approximately $19.85 million in excess of FDIC-insured limits at December 31, 2025, posing a risk in case of bank failure.
Inherent limitations of internal control over financial reporting: Internal controls may not prevent or detect and correct all misstatements, and their effectiveness can deteriorate over time due to changing conditions or compliance levels.
Interest rate sensitivity: Simulated changes in net interest income and fair value of equity show negative impacts with rising interest rates (e.g., +300 basis points could lead to a 0.9% decrease in net interest income and a 9.5% decrease in fair value of equity in 2025).
Off-balance sheet risk: Commitments to extend credit ($77.06 million) and standby letters of credit ($839 thousand) represent potential future cash requirements and credit risk.
Litigation risk: The Company is subject to litigation in the ordinary course of business, which, despite management's current assessment, could potentially have a material adverse effect on liquidity, financial condition, or results of operations.

Future Outlook

The filing primarily provides historical financial data for Wichita Falls Bancshares, Inc. (WFB) leading up to its acquisition. The most significant forward-looking event mentioned is the completed acquisition of WFB by Investar Bank, NA, effective January 1, 2026. This implies WFB will no longer operate as an independent entity, and its future performance will be integrated into Investar's consolidated results.

Management Comments

Management believes the Bank met all capital adequacy requirements to which they are subject as of December 31, 2025 and 2024.
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.

Industry Context

StockSavvy.ai notes that Wichita Falls Bancshares' financial performance in 2025 reflects a strategic repositioning, likely in anticipation of its acquisition by Investar Bank, NA. The significant reduction in the loan portfolio, particularly residential real estate loans, and a strategic decrease in higher-cost deposits and FHLB advances, suggest a move to de-risk and streamline the balance sheet. While net income and total assets declined, the improvement in net interest margin and a reversal in the provision for credit losses indicate effective management of credit quality and interest rate dynamics within a fluctuating rate environment. This contrasts with broader industry trends where some community banks might have struggled with deposit retention and loan growth amidst rising rates, but WFB's focus appears to have been on optimizing for the merger.

Comparison to Industry Standards

WFB's 'well capitalized' status, with a Common Equity Tier 1 ratio of 13.64% and Total Capital ratio of 14.89% at December 31, 2025, significantly exceeds the minimum regulatory requirements (4.5% and 8.0% respectively), indicating a strong capital position comparable to or better than many regional and community banks.
The substantial reduction in nonperforming assets to 0.24% of total assets in 2025 from 0.53% in 2024 demonstrates superior asset quality management, potentially outperforming peers facing increased credit deterioration in a tightening economic climate.
The decline in net income and total assets, while negative in isolation, should be viewed in the context of the impending acquisition. For a standalone bank, such declines might signal underperformance compared to growing regional banks like Investar Holding Corporation, which is actively expanding through acquisitions. However, for an acquired entity, these changes could be part of a strategic clean-up or de-risking process prior to integration.

Legal Proceedings

The Company is subject to litigation in the ordinary course of business, but management does not believe any potential, threatened, or pending litigation will have a material adverse effect on liquidity, financial condition, or results of operations.

Related Party Transactions

Loans to principal officers, directors, principal stockholders, and their affiliates were made in the ordinary course of business on substantially the same terms and conditions as comparable transactions with other customers, and did not involve more than normal credit risk.
Deposits from stockholders, officers, and directors amounted to approximately $9.999 million at December 31, 2025, and $7.335 million at December 31, 2024, included in various interest-bearing and non-interest-bearing deposit accounts.

Stakeholder Impact

Shareholders of Wichita Falls Bancshares, Inc. received cash and Investar common stock as consideration for the acquisition, providing a liquidity event and continued equity participation in the combined entity.
Customers of Wichita Falls Bancshares, Inc. will transition to Investar Bank, NA, potentially benefiting from a larger banking network and expanded services.
Employees of Wichita Falls Bancshares, Inc. will be integrated into Investar Bank, NA, with potential changes in roles, benefits, and corporate culture.

Next Steps

Wichita Falls Bancshares, Inc. was acquired by Investar Bank, NA, effective January 1, 2026, and will be integrated into Investar's operations.
Investar Holding Corporation will continue to update financial and other information related to the merger in its SEC filings.

Key Dates

Date	Description
2023-01-01	Wichita Falls Bancshares, Inc. elected to revoke its Subchapter S election and began accruing for and paying federal income taxes.
2023-11-01	Bancshares began issuing convertible subordinated debt to individual investors or entities to prepare for conversion from a Subchapter S corporation to a C corporation.
2024-06-01	After this date, convertible subordinated notes were convertible at the discretion of the purchaser into shares of WFBI common stock.
2024-12-31	End of fiscal year for which consolidated financial statements are presented.
2025-06-30	Investar Holding Corporation entered into a Securities Purchase Agreement with investors for a private placement offering of Series A Preferred Stock, and also entered into the merger agreement with Wichita Falls Bancshares, Inc.
2025-09-17	Registration statement for the resale of common stock issuable upon conversion of Series A Preferred Stock was declared effective.
2025-09-18	Final prospectus for the resale of common stock was filed with the SEC.
2025-12-31	End of fiscal year for which consolidated financial statements are presented.
2026-01-01	Wichita Falls Bancshares, Inc. was acquired in its entirety by Investar Bank, NA.
2026-03-24	Date of the Independent Auditors' Report and the date through which subsequent events were evaluated for the consolidated financial statements.
2026-03-30	Date of the Current Report on Form 8-K filing by Investar Holding Corporation.

Keywords

Wichita Falls Bancshares, Investar Holding Corporation, Bank Acquisition, Financial Statements, SEC Filing, Banking Industry, Net Income, Assets, Loans, Deposits, Credit Quality, Regulatory Capital, Texas Banking, Merger

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