Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On September 18, 2024, the Board of Directors (the "Board") of Investar Holding Corporation (the "Company") appointed Scott Ginn to serve as a director of the Board upon recommendation of the Nominating and Governance Committee of the Board (the "Nominating Committee"), effective immediately. Mr. Ginn will serve until the Company's 2025 Annual Meeting of Shareholders and until his successor is duly elected and qualified.

Upon recommendation of the Nominating Committee, the Board appointed Mr. Ginn as a member of the Board's Audit Committee. The Board determined that Mr. Ginn is independent pursuant to the director independence standards established under the NASDAQ Stock Market listing rules and that Mr. Ginn meets the additional requirements for service on the Board's Audit Committee and qualifies as an "audit committee financial expert" under applicable U.S. Securities and Exchange Commission ("SEC")rules and regulations and satisfies the financial sophistication requirements under the NASDAQ Stock Market listing rules.

Mr. Ginn will receive compensation for his Board and respective committee service in accordance with the Company's standard compensation arrangements for non-employee directors, which are described in the Company's definitive proxy statement on Schedule 14A filed with the SEC on April 2, 2024, under the heading "Non-Employee Director Compensation."

There are no arrangements or understandings between Mr. Ginn and any other persons pursuant to which he was appointed to the Board. There are also no family relationships between Mr. Ginn and any director or executive officer of the Company or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.