Sec Form 4 Filing - D'Angelo John J @ Investar Holding Corp - 2024-01-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person D'Angelo John J 2. Issuer Name and Ticker or Trading Symbol Investar Holding Corp [ ISTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O INVESTAR HOLDING CORPORATION, 10500 COURSEY BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2024 (Street) BATON ROUGE, LA70816 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/05/2024 M 60,000 A $ 14 274,821 D Common Stock 06/05/2024 F( 1 ) 55,607 D $ 15.6 219,214 D Common Stock 06/07/2024 S( 2 )( 3 ) 650 D $ 15.41 218,564 D Common Stock 01/31/2024 L( 4 ) 2 A $ 17.9 2,099 I Minor children Common Stock 30,771 I 401(k) Common Stock 250 I Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option $ 14 06/05/2024 M 60,000 ( 5 ) 06/30/2024 Common Stock 60,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other D'Angelo John J C/O INVESTAR HOLDING CORPORATION 10500 COURSEY BLVD. BATON ROUGE, LA70816 X Chief Executive Officer Signatures /s/ John J. D'Angelo 06/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a "net exercise" of outstanding stock options. The Reporting Person received 4,393 shares of common stock on net exercise of an option to purchase 60,000 shares of common stock. The Company withheld 55,607 shares of common stock underlying the option to satisfy the exercise price and tax withholding obligations. ( 2 )Sales were undertaken by the Reporting Person for personal tax planning purposes, primarily related to tax obligations on the reported option exercise. ( 3 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $15.38 to $15.44 per share. The Reporting Person undertakes to provide to Investar Holding Corporation, any security holder of Investar Holding Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )Reflects shares acquired by the Reporting Person under an automatic dividend reinvestment plan. Reporting of this acquisition was deferred under Rule 16a-6(a); however, because of the Reporting Person's sale of shares on June 7, 2024, the reporting of the acquisition is no longer deferred and is being reported on this Form 4 in accordance with Rule 16a-6(b). ( 5 )The option vested in six equal annual installments beginning on July 1, 2015 and is currently exercisable as to all 60,000 shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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