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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-23 · 52 added, 47 removed, 190 unchanged (34% of the section changed)

5 unchanged sentences

At December 31, 2022, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “2013 Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the assessment, management determined that we maintained effective internal control over financial reporting at December 31, 2021, based on those criteria.

The effectiveness of our internal control over financial reporting at December 31, 2021, has been audited by BKD LLP, an independent registered public accounting firm, as stated in its report, which is included in Part II, Item 8 of this report.

As permitted by Securities and Exchange Commission guidance, management excluded from its assessment the operations of BT Holdings, Inc., and its wholly owned subsidiary, BTH Bank, which merger, described in Note 3 - Business Combinations of the Consolidated Financial Statements included in Part II, Item 8 of this report, was effective August 1, 2022.

The total assets acquired in the BTH merger represented approximately 19.1% of the Company's total consolidated assets as of December 31, 2022.

Based on the assessment, management determined that we maintained effective internal control over financial reporting at December 31, 2022, based on the specified criteria.

The effectiveness of our internal control over financial reporting at December 31, 2022, has been audited by FORVIS, an independent registered public accounting firm, as stated in its report, which is included in Part II, Item 8 of this report.

Changes in internal control over financial reporting — There were no changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

12 unchanged sentences

(2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our report dated February 23, 2022,

expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2022 and 2021, and for each of the years in the three-year period ended December 31, 2022, and our report dated February 22, 2023, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

2 unchanged sentences

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

3 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

As described in Management’s Annual Report on Internal Control over Financial Reporting , the scope of management’s assessment of internal control over financial reporting as of December 31, 2022, has excluded BT Holdings, Inc.

acquired on August 1, 2022.

We have also excluded BT Holdings, Inc.

from the scope of our audit of internal control over financial reporting.

BT Holdings, Inc.

represented 10.02 percent of consolidated revenues for the year ended December 31, 2022, and 14.35 percent of consolidated total assets as of December 31, 2022.

Definitions and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles.

A company’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 company;

3 unchanged sentences

Also, projections of any evaluation 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.

FORVIS, LLP (Formerly BKD, LLP)

Little Rock, Arkansas

1 unchanged sentence

Other Information

The Company entered into a Restricted Stock Unit Award Agreement and a Performance Unit Award Agreement (the "Award Agreements") with each of its five (5) named executive officers, pursuant to which restricted stock units ("Restricted Stock Units") and performance units (the "Performance Units") were awarded and issued to such officers under the Origin Bancorp, Inc.

2012 Stock Incentive Plan (the “Plan”).

The Restricted Stock Units and Performance Units awarded and issued to the Company's named executive officers were as follows:

Officer Restricted Stock Units Performance Units (Target)

Drake Mills 4,667 4,667

Lance Hall 2,792 2,792

Stephen Brolly 1,758 1,758

Preston Moore 1,758 1,758

Jim Crotwell 1,465 1,465

The grants of Restricted Stock Units were previously approved by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the "Board") on February 17, 2022, and were issued on February 18, 2022 (the “Date of Grant”).

Each Award Agreement sets forth the total number of Restricted Stock Units subject to each individual grant.

Each Restricted Stock Unit represents a right for the officer to receive shares of Company common stock or cash equal to the fair market value of such stock, as determined by the Committee, subject to vesting.

The Restricted Stock Units will vest on the earliest of the following:

(a) a specified vesting date, provided the officer remains employed by the Company or an affiliate through that date;

(b) the officer's voluntary termination of employment upon six (6) months' prior written notice to the Company on or after attaining age sixty-five (65);

or (d) the officer's disability (as defined in the Plan).

Upon the occurrence of a change in control of the Company, all Restricted Stock Units will vest as of the date of such change in control, provided the Company is not the surviving corporation following the change in control and the acquiror either does not assume the Restricted Stock Units or does not provide a suitable substitute equivalent award.

If the Company is the surviving corporation following the change in control or the acquiror either assumes the Restricted Stock Units or provides a suitable substitute equivalent award, the Restricted Stock Units (or such substitutes) will remain outstanding and be governed by their respective terms (including the vesting condition as set forth in the Award Agreement).

Upon an officer's termination of service by the Company for any reason prior to vesting, the Restricted Stock Units will be forfeited.

The grants of Performance Units were previously approved by the Committee on February 17, 2022.

Each Award Agreement sets forth the target number of Performance Units subject to each individual grant.

Each Performance Unit to which the officer becomes entitled represents a right for the officer to receive shares of Company common stock or cash equal to the fair market value of such stock, as determined by the Committee.

The number of Performance Units to which the officer will be entitled will vary from 0% to 150% of the target number of Performance Units, based on the Company’s achievement of specified performance criteria during the performance period compared to performance benchmarks adopted by the Committee and, further, the officer's continuous service with the Company through the third anniversary of the Date of Grant.

The performance period is the 3-year period commencing on January 1, 2022 and ending on December 31, 2024.

Upon the occurrence of a change in control of the Company, the target number of Performance Units will vest as of the date of such change in control, provided the Company is not the surviving corporation following the change in control and the acquiror either does not assume the Performance Units or does not provide a suitable substitute equivalent award.

If the Company is the surviving corporation following the change in control or the acquiror either assumes the Performance Units or provides a suitable substitute equivalent award, the Award (or such substitute) will remain outstanding and be governed by their respective terms, provided that, subject to the officer’s continuous employment, the target number of Performance Units will vest on the 3rd anniversary of the Date of Grant without regard to the Company’s satisfaction of the specified performance criteria.

Upon an officer's termination of service by the Company for any reason prior to vesting, the Performance Units will be forfeited.

Notwithstanding the foregoing, in the event of a change in control, Performance Units will become immediately vested upon an officer's termination of service without cause (as defined in the Plan) within twelve (12) months of a change in control.

The forms of the Award Agreements are filed herewith as Exhibit 10.30 and Exhibit 10.31 and are incorporated by reference into this Item 9.B.

Directors, Executive Officers and Corporate Governance

10 unchanged sentences

Issued prior to establishment of the 2012 Stock Incentive Plan 14,400 13.31 —

BTH 2012 Equity Incentive Plan 490,037 29.93 490,037

Total 504,437 28.18 684,057

18 unchanged sentences

Exhibit Number Description

2.1 Agreement and Plan of Merger by and between Origin Bancorp, Inc.

and BT Holdings, Inc.

dated February 23, 2022 (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed February 24, 2022 (File No.

3.1 Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's 10-Q filed for the quarter ended September 30, 2021 (File No.

23 unchanged sentences

2 to the Company's Registration Statement on Form S-1 filed April 27, 2018 (File No.

10.10 * Amended and Restated Endorsement Split Dollar Life Insurance Agreement, dated February 27, 2020, by and between Origin Bank and Drake Mills, incorporated by reference to Exhibit 10.10 to the Company’s 10-K for the y ear ended December 31, 2019 (File No.

10.11 * 2020 Restated Employment Agreement, dated February 27, 2020, by and between Origin Bancorp, Inc.

Lance Hall, incorporated by reference to Exhibit 10.11 to the Company’s 10-K for the y ear ended December 31, 2019 (File No.

Lance Hall, incorporated by reference to Exhibit 10.11 to the Company’s 10-K for the year ended December 31, 2019 (File No.

10.12 * §409A Amended & Restated Executive Salary Continuation Agreement, dated December 13, 2008, by and between Community Trust Bank and M.

18 unchanged sentences

Brolly, incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed August 21, 2018 (File No.

10.20 * Change in Control Agreement, dated April 2, 2018, among Origin Bank, Origin Bancorp, Inc.

and Stephen H.

Brolly, incorporated by reference to Exhibit 10.2 to the Company’s 10-Q for the q uarter ended March 31, 2019 (File No.

10.20 Loan Agreement, dated as of October 5, 2018, by and between Origin Bancorp, Inc.

9 unchanged sentences

10.26 First Amendment to Loan Agreement, dated as of October 5, 2021, by and between Origin Bancorp, Inc.

and NexBank, SSB

and NexBank, SSB, incorporated by reference to Exhibit 10.27 to the Company's Form 10-K filed for year ended December 31, 2021, (File No.

10.27 Second Amendment to Loan Agreement, dated as of October 29, 2021, by and between Origin Bancorp, Inc.

and NexBank, SSB

and NexBank, SSB, incorporated by reference to Exhibit 10.28 to the Company's Form 10-K filed for year ended December 31, 2021, (File No.

Exhibit Number Description

10.28 * Change in Control Agreement, dated June 14, 2018, among Origin Bank, Origin Bancorp, Inc.

Crotwell, incorporated by reference to Exhibit 10.29 to the Company's Form 10-K filed for year ended December 31, 2021, (File No.

10.29 * Form of Performance Stock Unit Agreement under the Origin Bancorp, Inc.

2 unchanged sentences

2012 Stock Incentive Plan

10.31 * Change in Control Agreement, d ated February 22, 2022 , a mong Origin Bank, Origin Bancorp, Inc.

and Derek McGee

10.32 * Termination of Change in Control Agreement, dated August 8, 2022, among Origin Ban corp, Inc.

, Origin Ban k and Stephen Brolly

10.33 * Change in Control Agreement, dated July 27, 2022, among Origin Bank, Origin Bancorp, Inc.

and William Wallace (incorporated by reference to Exhibit 99.5 to the Company’s Form 8-K filed July 27, 2022 (File No.

10.34 * Employment Agreement between Origin Bancorp, Inc., and Stephen Brolly, dated August 8, 2022 (incorporated by reference to Exhibit 99.4 to the Company’s Form 8-K filed July 27, 2022 (File No.

10.35 * Amendment to Employment Agreement, dated May 24, 2022, among BTH Bank, N.A, BT Holdings, Inc, and Lori Sirman

10.36 * Amendment to Employment Agreement, dated May 27, 2022, among BTH Bank, N.A, BT Holdings, Inc, and Jay Dyer

10.37 * Origin Bancorp, Inc., Origin Bank Nonqualified Deferred Compensation Plan, dated December 8, 2022

10.38 * Origin Bancorp, Inc., Origin Bank Long Term Equity Deferred Compensation Plan, dated December 8, 2022

10.39 * Form of Incentive Agreement for Performance Unit Award under the Origin Bancorp, Inc.

2012 Stock Incentive Plan, dated December 13, 2022, by and between Origin Bancorp, Inc.

and Drake Mills

10.40 * Form of Incentive Agreement for Restricted Stock Unit Award under the Origin Bancorp, Inc.

2012 Stock Incentive Plan, dated December 13, 2022, by and between Origin Bancorp, Inc.

and Drake Mills

21 Subsidiaries of the Registrant

8 unchanged sentences

Annual Report on Form 10-K for the year ended December 31, 2021, is formatted in Inline XBRL:

(i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Stockholders' Equity and Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, and (v) the Condensed Notes to Consolidated Financial Statements

101.INS Inline XBRL Instance Document

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Origin Bancorp, Inc.

February 23, 2022 By:

February 22, 2023

/s/ Drake Mills

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Drake Mills, Chairman, President and Chief Executive Officer (Principal Executive Officer)

/s/ William J.

Wallace, IV February 22, 2023

Wallace, IV, Chief Financial Officer/Senior Executive Officer (Principal Financial Officer)

/s/ Stephen H.

Brolly February 22, 2023

Brolly, Chief Financial Officer/Senior Executive Officer (Principal Financial & Principal Accounting Officer)

Brolly, Chief Accounting Officer/Senior Executive Officer (Principal Accounting Officer)

/s/ Daniel Chu February 22, 2023

Daniel Chu, Director

D'Agostino February 22, 2023

2 unchanged sentences

Davison, Jr., Director

/s/ Jay Dyer February 22, 2023

Jay Dyer, Director

La'Verne Edney February 22, 2023

16 unchanged sentences

Malone, Director

/s/ Lori Sirman February 22, 2023

Lori Sirman, Director

/s/ Elizabeth E.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures