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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-22 · 29 added, 30 removed, 212 unchanged (22% of the section changed)

5 unchanged sentences

At December 31, 2023, 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.

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, 2023, 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.

The effectiveness of our internal control over financial reporting at December 31, 2023, has been audited by FORVIS, LLP, 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, 2023, 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 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.

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, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023, and our report dated February 28, 2024 expressed an unqualified opinion on those financial statements.

Basis for Opinion

8 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

5 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)

/s/ FORVIS, LLP

Little Rock, Arkansas

1 unchanged sentence

Other Information

Pursuant to Item 408(a) of Regulation S-K, none of our directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

5 unchanged sentences

Information regarding stock-based compensation awards outstanding and available for future grants at December 31, 2023, is presented in the table below.

Additional information regarding stock-based compensation plans is presented in Note 14 - Stock and Incentive Compensation Plans to our consolidated financial statements contained in Item 8 of this report.

Additional information regarding stock-based compensation plans is presented in Note 13 — Stock and Incentive Compensation Plans to our consolidated financial statements contained in Part II, Item 8 of this report.

Number of Securities to be Issued upon Exercise of Outstanding Options (1)

26 unchanged sentences

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.

3.2 Bylaws, incorporated by reference to Exhibit 3.2 to the Company's 10-Q filed for the quarter ended September 30, 2021 (File No.

3.1 Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on April 28, 2020 (File No.

3.2 Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on April 28, 2020 (File No.

4.1 Specimen common stock certificate, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed April 10, 2018 (File No.

9 unchanged sentences

10.3 * Form of Stock Option Award Agreement under the Community Trust Financial Corporation 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1 filed April 10, 2018 (File No.

10.4 * Community Trust Financial Corporation Employee Stock Ownership Plan and Trust Agreement, dated January 1, 2014, as amended, incorporated by reference to Exhibit 10.4 of Amendment No.

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

10.4 * BT Holdings, Inc.

2012 Equity Incentive Plan.

incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-8 filed August 1, 2022 (File No.

10.5 * 2020 Restated Employment Agreement, dated February 27, 2020, by and between Origin Bancorp, Inc.

45 unchanged sentences

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.

Exhibit Number Description

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

2012 Stock Incentive Plan

2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.29 to the Company’s Form 10-K filed February 22, 2023 (File No.

10.30 * Form of Restricted Stock Unit Agreement under the Origin Bancorp, Inc.

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

2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K filed February 22, 2023 (File No.

10.31 * Change in Control Agreement, dated February 22, 2022, among Origin Bank, Origin Bancorp, Inc.

and Derek McGee, incorporated by reference to Exhibit 10.31 to the Company’s Form 10-K filed February 22, 2023 (File No.

10.32 * Termination of Change in Control Agreement, dated August 8, 2022, among Origin Bancorp, Inc., Origin Bank and Stephen Brolly, incorporated by reference to Exhibit 10.32 to the Company’s Form 10-K filed February 22, 2023 (File No.

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

1 unchanged sentence

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

10.35 * Amendment to Employment Agreement, dated May 24, 2022, among BTH Bank, N.A, BT Holdings, Inc., and Lori Sirman, incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K filed February 22, 2023 (File No.

10.36 * Origin Bancorp, Inc., Origin Bank Nonqualified Deferred Compensation Plan, dated December 8, 2022, incorporated by reference to Exhibit 10.37 to the Company’s Form 10-K filed February 22, 2023 (File No.

10.37 * Origin Bancorp, Inc., Origin Bank Long Term Equity Deferred Compensation Plan, dated December 8, 2022, incorporated by reference to Exhibit 10.38 to the Company’s Form 10-K filed February 22, 2023 (File No.

10.38 * 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

and Drake Mills, incorporated by reference to Exhibit 10.39 to the Company’s Form 10-K filed February 22, 2023 (File No.

10.39 * 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

and Drake Mills, incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K filed February 22, 2023 (File No.

10.40 * Origin Bancorp, Inc.

2021 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 30, 2021 (File No.

21 Subsidiaries of the Registrant

6 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97 Origin Bancorp, Inc.

Clawback Policy, dated October 2, 2023

101 The following financial information from Origin Bancorp, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023, is formatted in Inline XBRL:

(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

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

101.INS Inline XBRL Instance Document

3 unchanged sentences

101.LAB Inline XBRL Taxonomy Extension Label Linkbase

Exhibit Number Description

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

1 unchanged sentence

* Management contract or compensatory plan or arrangement.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

48 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