What changed in this filing

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Item 1. Business

2025-02-27 compared with 2024-02-28 · 180 added, 113 removed, 448 unchanged (40% of the section changed)

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Deeply rooted in our history is a culture committed to providing personalized, relationship banking to businesses, municipalities, and personal clients to enrich the lives of the people in the communities we serve.

We provide a broad range of financial services and currently have over 60 locations from Dallas/Fort Worth, East Texas and Houston, across North Louisiana and into Mississippi .

We provide a broad range of financial services and currently operates more than 60 locations in Dallas/Fort Worth, East Texas, Houston, North Louisiana, Mississippi, South Alabama and the Florida Panhandle .

As noted in our Management’s Discussion and Analysis of Financial Condition and Results of Operations, Results of Operations, Noninterest Expense section of this report we expect to close six of these banking centers at the end of February 2025.

At December 31, 2024, we had total assets of $9.68 billion, total loans held for investment (“LHFI”) of $7.57 billion, total deposits of $8.22 billion and total stockholders’ equity of $1.15 billion.

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The listing and trading of the common stock on Nasdaq ended at market close on May 19, 2023, and trading commenced on the NYSE at market open on May 22, 2023, under the new stock symbol “OBK”.

We are committed to building unique client experiences through a strong culture, experienced leadership team and a focus on delivering unmatched customer service throughout Texas, Louisiana and Mississippi.

Our success has been based on (1) a talented team of relationship bankers, executives and directors;

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We have supported our markets by hiring a number of experienced in-market bankers and banking teams.

In January 2024, we announced our entry into South Alabama and the Florida Panhandle, with two planned banking locations with an expected staffing of eight consisting of experienced relationship bankers and their support personnel.

To support our growth, we have raised over $589.6 million of new Tier 1 capital since 2006, including proceeds from our initial public offering completed in May 2018, we issued subordinated notes that are treated as Tier 2 capital for regulatory purposes in 2020, and completed an all stock merger valued at $307.8 million in 2022.

In 2024, we entered our Southeast market, consisting of South Alabama and the Florida Panhandle, with two banking locations staffed with experienced relationship bankers and their support personnel.

To support our growth, we have raised over $589.6 million of new Tier 1 capital since 2006, including proceeds from our initial public offering completed in May 2018, we issued subordinated notes that are treated as Tier 2 capital for regulatory purposes in 2020, and we completed an all stock merger valued at $307.8 million in 2022.

Through these efforts, we have successfully increased our market share in our key geographic markets.

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We believe motivating our relationship bankers to generate strong deposit growth enhances our ability to build and strengthen client relationships and provide stable funding for future growth.

We also intend to continue pursuing selective acquisition opportunities that we expect will enhance our business model within our attractive geographic footprint and other complementary markets.

We will continue to evaluate selective acquisition opportunities that we believe could enhance our business model within our attractive geographic footprint and other complementary markets.

A Unique from Within Client Experience

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We provide products and services that compete with large, national banks but with the personalized attention and responsiveness of a relationship-focused community bank.

Our offerings include traditional retail deposits, treasury management, commercial deposits, commercial and consumer loans, mortgage origination and servicing, insurance, mobile banking and online banking.

Our offerings include traditional retail deposits, treasury management, commercial deposits, commercial and consumer loans, mortgage origination, insurance, mobile banking and online banking.

Our clients value our ability to provide the sophisticated products and services of larger banks, but with a local and agile decision-making process, a focus on building personal relationships, and a commitment to investing in the local economy and community.

This allows us to build Origin Bank by focusing on low-cost core deposit relationships, high credit quality loans, and fee income generated by value-added services.

This allows us to build Origin Bank by focusing on stable core deposit relationships, high credit quality loans, and fee income generated by value-added services.

It also allows us to develop strong relationships across industries, creating a diverse commercial loan portfolio.

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At December 31, 2024, our loans held for investment (“LHFI”) portfolio was comprised of 31.1% commercial and industrial loans including mortgage warehouse loans, and 44.1% commercial real estate loans, including construction/land/land development loans.

34.5% of our total commercial real estate and construction/land/land development is owner occupied and 65.5% is non-owner occupied.

At December 31, 2023, approximately 23.3% of our deposits were noninterest-bearing demand deposits, and our cost of total deposits was 2.38% for the year ended December 31, 2023.

We currently operate in the markets of Dallas/Fort Worth, Houston, East Texas, North Louisiana and Mississippi, all of which offer attractive combinations of diversity, growth and stability.

In early 2024, we announced our entry into south Alabama and the Florida panhandle, with two planned banking locations with an expected staffing of eight consisting of experienced relationship bankers and their support personnel.

Our commercial real estate loans are 39.4% owner occupied and 60.6% non-owner occupied.

At December 31, 2024, approximately 23.1% of our deposits were noninterest-bearing demand deposits.

We recently announced Optimize Origin , which is an initiative to drive elite financial performance and enhance our award-winning culture built on three primary pillars:

• Productivity, Delivery & Efficiency

• Balance Sheet Optimization

• Culture & Employee Engagement

This initiative established a near term target of greater than a 1% ROAA run rate by the fourth quarter of 2025 and an ultimate target of top quartile ROAA, achieved in part by branch consolidations, headcount reductions, securities optimization, capital optimization, and cash/liquidity management.

We believe the actions we have taken to date will drive earnings improvement of approximately $20.0 million annually on a pre-tax basis.

We currently operate in the markets of Dallas/Fort Worth, Houston, East Texas, North Louisiana, Mississippi, South Alabama and the Florida Panhandle, all of which offer attractive combinations of diversity, growth and stability.

The Dallas/Fort Worth and Houston markets represent two of the largest and fastest-growing metropolitan areas in the country.

These markets provide attractive economic environments and offer significant deposit and lending opportunities as they are home to many large and mid-size corporations across a wide range of industries that include healthcare, manufacturing, construction, higher education, agriculture, energy, transportation and technology.

Our merger with BTH allowed us to enter the East Texas market and expand our footprint across the I-20 corridor.

The merger also bolstered our presence in the Dallas/ Fort Worth market.

In 2022, we entered the East Texas market and expanded our footprint across the I-20 corridor.

The BT Holdings, Inc., (“BTH”) merger solidified our presence in the Dallas/ Fort Worth market.

We believe the strong reputation and commitment of both banks will provide growth in both markets and allow us to strengthen relationships in the communities we serve.

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Our footprint in Mississippi comprises areas of significant commercial investment and additional growth opportunities.

We believe all of our markets throughout Texas, Louisiana and Mississippi provide favorable business climates and continued opportunity for growth, and now with our expansion into southern Alabama and the Florida panhandle we have further grown our presence across the lower half of the United States.

In 2024, we entered our Southeast market, consisting of South Alabama and the Florida Panhandle, with two banking locations staffed with experienced relationship bankers and their support personnel.

The Southeast market is supported by strong economic growth, a skilled workforce, and strong defense industry presence, along with expanding infrastructure.

We believe all of our markets provide favorable business climates and continued opportunity for growth, and now with our expansion into Southern Alabama and the Florida Panhandle we have further grown our presence across the lower half of the United States.

Our Banking Services

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2,477,431 2,442,734

Owner occupied construction/land/land development 256,658 265,838

Non-owner occupied construction/land/land development 813,567 679,787

Total construction/land/land development

Construction/land/land development

864,011 1,070,225

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The largest component of our consumer loan portfolio is for residential real estate purposes.

We originate one-to-four family, owner-occupied residential mortgage loans generally secured by property located in our primary market areas.

The majority of our residential mortgage loans consist of loans secured by owner-occupied, single-family residences.

We originate one-to-four family residential mortgage loans generally secured by property located in our primary market areas.

These loans are underwritten by giving consideration to the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

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At December 31, 2024, 54.8% of our deposits were business deposits, 32.6% were consumer deposits and 11.7% were public fund deposits.

One area of focus has been to create a deposit-focused sales force of business development bankers who have extensive contacts and connections with targeted clients and centers of influence throughout our communities.

We employ a deposit-focused sales force of business development bankers who have extensive contacts and connections with targeted clients and centers of influence throughout our communities.

We also have access to secondary sources of funding, including advances from the Federal Home Loan Bank of Dallas, borrowings at the Federal Reserve Discount Window and other borrowings.

Mortgage Banking

We are also engaged in the residential mortgage banking business, which primarily generates income from the sale of mortgage loans as well as the servicing of residential mortgage loans for others.

We are also engaged in the residential mortgage banking business, which primarily generates income from the sale of mortgage loans.

We originate residential mortgage loans in our markets as a service to our existing customers and as a way to develop relationships with new customers in order to support our core banking strategy.

Revenue from our mortgage banking activities was $6.6 million, $3.4 million and $6.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

During December 2023 and January 2024, we solicited non-binding indications of interest with respect to the proposed sale of substantially all of our mortgage servicing rights asset and we recognized an impairment of $1.8 million in December 2023.

The Company plans to sell approximately $17.4 million in mortgage servicing rights, representing approximately $1.39 billion in unpaid principal balances, subject to successful negotiation of a definitive purchase and sale agreement and satisfaction of all closing conditions.

We offer a wide variety of commercial and personal property and casualty insurance products through our wholly-owned insurance subsidiary, Forth Insurance, formerly known as Davison Insurance Agency, LLC and doing business as Lincoln Agency, LLC, Lincoln Agency Transportation Insurance, Pulley-White Insurance Agency, Reeves, Coon & Funderburg, Simoneaux & Wallace Agency and Thomas & Farr Agency.

With over 30 years of growth in the insurance industry and approximately 125 experienced professionals, our agency has primary market locations across Louisiana, but also serves customers in Texas, Mississippi, Arkansas and other states across the United States.

In early 2024, we sold substantially all of our mortgage servicing rights (“MSR”) asset and recorded a $410,000 gain on the sale.

We offer a wide variety of commercial and personal property and casualty insurance products through our wholly-owned insurance agency subsidiary, Forth Insurance.

With over 35 years of growth in the insurance industry and over 130 experienced professionals, our agency has primary market locations across Louisiana, but also serves customers in Texas, Mississippi, Arkansas and other states across the United States.

Insurance commission and fee income was $26.8 million, $25.1 million and $22.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Other Banking Services

savings bonds, automatic account transfers, peer-to-peer electronic pay solutions and personal financial management solutions.

Given customer demand for increased convenience and account access, we offer a wide range of products and services, including 24-hour internet banking and voice response information, mobile applications, cash management, business credit cards, overdraft protection, direct deposit, safe deposit boxes, automatic account transfers, peer-to-peer electronic pay solutions and personal financial management solutions.

Information Technology Systems

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Our core data processing platform is from a nationally-recognized bank processing vendor, and we leverage the capabilities of a third-party service provider in developing our network design and architecture.

We also actively manage our business continuity plan.

We also actively manage our business continuity plan and utilize top tier cybersecurity solutions within our networks.

The majority of our other systems, including electronic funds transfer and transaction processing, are operated in-house.

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Many other commercial banks, savings institutions and credit unions have offices in our primary market areas.

These institutions include many of the largest banks operating in Texas, Louisiana and Mississippi, including various national banks.

These institutions include many of the largest banks operating in Texas, Louisiana, Mississippi, South Alabama and the Panhandle of Florida, including various national banks.

Our competitors often have greater resources, have broader geographic markets, have higher lending limits, offer various services that we may not currently offer and make broader use of media advertising, support services and electronic technology than we do.

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Culture is the soul of who we are as a company, and it starts with our employees.

Safe Work Environment

Throughout our history, we have been committed to employee and customer health and safety.

This focus was magnified with the impact of COVID-19 and employee and customer health and safety continues to be one of our top priorities.

While COVID-19 variants have evolved and changed our support of our employees and customer health has remained unwavering.

During the pandemic, we expanded our work from home (“WFH”) capabilities in order to allow our employees to better serve our customers while putting safety first, and this option has allowed smooth operations while variants of the virus ebb and flow.

Compensation and Benefits

Social Impact

At Origin, we believe success is built on the collaborative efforts of exceptional talent.

Our ongoing focus is to leverage this diverse array of knowledge and skills, fostering an inclusive environment that is a driving force for sustained growth.

Making a difference for our customers starts with setting an example through our own actions.

We employ proven, knowledgeable team members with extensive expertise when it comes to our banking and insurance activities.

Each member of our Origin team brings their own personal experiences and interests to inform the service they provide.

In addition, we learn from our customers and use this new understanding to go out and improve the places we call home.

One of our core values is genuine respect for yourself and others .

This value makes the support of diversity, equity and inclusion a natural fit for our culture and essential to the way we conduct business, foster individual and team enrichment, and participate in our communities.

We believe it is only with a diverse, equitable, and inclusive workplace that the organization can truly perform at its best, carry out its vision, and make a difference in the communities we serve.

In 2023, Origin Bank announced the formation of the Diversity Council , which consists of 17 diverse employees that collectively advance our Diversity, Equity, and Inclusion efforts in a way that makes a difference within our workplace and in the communities we serve.

We believe all employees should be given opportunities to perform to their full potential, knowing their performance will be measured and rewarded fairly.

Health & Wellness

We provide competitive compensation and benefits in order to attract and retain top talent.

In addition to base pay and stock awards, we have several incentive programs that are designed to link performance to pay and drive results towards the achievement of overall corporate goals.

We also provide a myriad of benefits through programs such as DreamManager®, Health and Wellness coaching, Leadership Academies, Financial Wellness Initiatives, and Project Enrich, as detailed below.

In addition to base pay and stock awards, we administer several incentive programs that are designed to link performance to pay and drive results towards the achievement of overall corporate goals.

We offer robust health, wellness and financial benefits as detailed below.

In addition, we provide unique and exclusive benefits through programs such as DreamManager®, Smart Dollar, Origin Leadership Academies and Project Enrich.

We are committed to our employees' mental and physical health and safety.

We offer a robust benefits package which includes:

• Comprehensive medical benefits with $0 cost options for employees

• Competitive ancillary benefits, such as dental, vision, critical illness, legal and identify theft coverage

• Generous paid time off (“PTO”) policy

• Company-paid short and long-term disability and life insurance

• Flexible spending accounts for both healthcare and dependent care

• Health savings accounts with Company contributions

• 401(k) retirement savings program with Company match, along with free access to financial advisors to assist with retirement planning

• Employee Stock Purchase Program

• Paid parental leave

• Employee Assistance Program which offers counseling and mental wellness appointments at no cost to the employee

Employee Engagement

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Over 300 employees have participated in this program since 2019.

We launched a nationally-recognized financial wellness program (“SmartDollar”) during 2021 that is designed to assist our employees in becoming debt-free and saving money for emergencies and retirement, empowering them to become better financially prepared for their future, which during 2023, had an over 40% participation rate.

We also offer a nationally-recognized financial wellness program (“SmartDollar”) that is designed to assist our employees in becoming debt-free and in saving money for emergencies and retirement, empowering them to become better financially prepared for their future, which during 2024, had an over 46% participation rate.

Due to our adoption rate, we won a national award in 2021 from the Dave Ramsey Foundation called the “Vision” award.

Also in 2021, we hired a certified Holistic Health Coach to spearhead our Health & Wellness initiatives.

In addition to providing health and wellness information on a regular basis to all employees, we currently have approximately 10% of our employees working directly with our Health Coach on a personalized basis to meet their desire to be healthier.

Additionally, in one specific initiative designed to help the communities we serve, our Project Enrich program provides employees with up to twenty hours of paid time off to volunteer in their communities.

In 2023, the employees of Origin volunteered 5,037 hours in the community during bank time, which does not include over 1,000 hours that were volunteered after working hours and on the weekend.

We employ a full-time certified Holistic Health Coach who spearheads our Health & Wellness initiatives.

In addition to providing health and wellness information on a regular basis to all employees, we currently have approximately 10% of our employees working individually with our Health Coach to meet their desire to be healthier, physically and mentally.

As of December 31, 2024, participants have lost a total of 4,560 pounds.

Community & Volunteerism

Since our inception, we have been deeply committed to building relationships and making a difference in our local communities.

Investing in people, neighborhoods and local businesses is part of our mission.

We strive to understand the needs of the people in our local communities and how we can help them attain their goals and improve the quality of lives throughout our footprint.

Additionally, in one specific initiative designed to help the communities we serve, our Project Enrich program provides employees with up to twenty hours of paid time off per year to volunteer in their communities.

In 2024, the employees of Origin volunteered 4,615 hours in the community during working hours, not including 1,487 hours of personal time outside of working hours.

To supplement our volunteer work, we seek out areas where we can make an additional impact through financial donations.

Our Bank on Their Future program was created to help provide support to local schools and thereby invest in our community's future.

Over the past several years, Origin Bank has been recognized for our commitment to our communities and our customers, including:

• United Way Circle of Honor and Gold Award

• Spirit of Giving Award

• Boys and Girls Club as well as multiple educational initiatives

Origin has a responsibility under the Community Reinvestment Act (‘CRA’) to help meet the credit needs of its communities.

We believe that helping to meet these needs is necessary for the continued growth and vitality of our communities.

Our current community investment strategy includes lending, broadening digital access, and increasing financial literacy programs.

Through strategic nonprofit partnerships, inspiring volunteer experiences, and philanthropy, our corporate responsibility efforts are focused on creating a better world.

Building on over 100 years of working in our community, Origin offers unique opportunities for collective action, enhancing existing giving and volunteer initiatives with the Origin community.

Employee Feedback

Employee feedback is highly valued at Origin and our employees provide anonymous input via surveys three times each year facilitated by Glint, a Microsoft Viva company.

Our employees consistently rank Origin in the top 10% of Glint’s global customer base with regard to employee engagement.

We regularly receive hundreds of written comments each quarter that in turn are used to improve processes, policies, or programs in an effort to show tangible affirmation of those comments.

We also have continued a practice that was implemented at the beginning of the pandemic called “The Origin Insider”.

This webinar event occurs monthly and features speakers (internal and external) for our employees on a wide range of topics promoting, among other things, employee engagement and satisfaction.

The employees are able to submit questions for the speakers in advance of the webinar.

Attracting, developing and retaining talented employees is critical to our success and is an integral part of our human capital strategy.

Employee feedback is highly valued at Origin and our employees provide anonymous input via multiple engagement surveys each year, facilitated by Glint, a people success platform built on an approach that helps organizations increase employee engagement, develop their people, and improve business results.

We receive hundreds of written comments from each survey that in turn are used to improve processes, policies, or programs which show tangible affirmation of those comments.

We also have continued a practice that was implemented at the beginning of the pandemic called “The Origin Insider,” a meeting series that takes a deep dive into various topics and departments, and often features executive speakers.

This program gives employees an inside look at executives on a personal level, allows employees to learn about other areas of the Bank and provides education that supports physical and mental awareness.

These meetings occur monthly and feature internal and external speakers who discuss a wide range of topics designed to promote employee engagement and satisfaction.

Talent Development

We have begun to enhance our culture and talent management function by implementing a Human Capital Management (‘HCM’) program.

We make significant investments in formal development programs to build our talent pipeline.

Talent development at Origin begins with our comprehensive recruitment program and continues throughout the employee life cycle.

Beginning in 2021 and continuing throughout 2023, we implemented the Giving Interns Valuable Experience (g.i.v.e.) program, and welcomed a very diverse (both in gender and race) group of 42 interns from 23 different universities.

The program was successful at promoting Origin’s brand and resulted in strong experiential feedback while also creating job opportunities for 16 of the 42 total interns enrolled in the program since inception.

We utilize assessment tools and provide multiple resources and venues, such as our Career Development Center, for employees to determine what career path is the best fit for them in order to help them grow and enhance their promotional opportunities.

We also provide advanced leadership development via our Leadership Academy classes, which provide structured training, collaboration with other aspiring leaders throughout the organization, and mentoring relationships.

Included in the Academy, we provide a senior-level two-year class called the Origin Leadership Academy, which focuses on the development of next-generation executives.

Participants in the Origin Leadership Academy are appointed by senior management.

Further, all employees are eligible to apply for participation in the “Emerging Leaders Council”, which is a one-year program designed to train and develop emerging leaders in our organization.

Beginning in 2021, we implemented a program called “Career Manager” which provides young professionals within our organization one-on-one time with senior leaders to enhance their career aspirations and accelerate their understanding of the business of banking.

This program also helps with employee retention.

The pilot class included five individuals who all graduated from the program and currently four individuals are in the program.

We find benefit in developing our future leaders from within and succession plans are in place for senior level positions as well as many other key leadership positions.

Diversity & Inclusion

At Origin, one of our core values is, genuine respect for yourself and others .

We believe it is only with a diverse, equitable, and inclusive workplace that the organization can truly perform at its best, carry out its vision, and make a difference in the communities we serve.

We believe all employees should be given opportunities to perform to their full potential, knowing their performance will be measured and rewarded fairly.

In 2023, Origin Bank announced the formation of the Diversity Council, which consists of 18 diverse employees that collectively advance our Diversity, Equity, and Inclusion efforts in a way that makes a difference within our workplace and in the communities we serve.

In order to support and enhance our culture, the Diversity Council introduced Employee Spotlights as a platform through our Communique to drive engagement and build connections by sharing employees’ stories to highlight different backgrounds and cultures within our organization.

In addition, our talent acquisition team attends job fairs that attract ethnically and culturally diverse employees.

We also have engaged a third-party workforce development company that utilizes a connected system of job recruiting sites that post our employment opportunities with various groups that include, but are not limited to the following:

veterans, LGBTQ-identifying individuals, individuals with disabilities, minorities and women, professional and industry organizations, skilled trade associations and college students.

Also, we have a formal internship program that is designed to develop a strong pool of diverse candidates through on-campus recruiting with local colleges and universities including local Historically Black Colleges and Universities.

Additionally, all employees participate in diversity training and managers have additional, in-depth training on recognizing unconscious biases and access to brand new micro learning lessons every week to help respond to current needs around diversity and inclusion.

Also, we continue to use VIBE Central at Origin, where VIBE stands for Value, Inclusion, Belonging and Equity.

This allows senior leaders in our organization to monitor progress by assessing, measuring, benchmarking, and managing diversity and inclusion by the dimensions of their choice, such as race/ethnicity and gender.

Origin has been recognized as a “Best Bank to Work For” by American Banker magazine for 11 consecutive years, which we believe is attributable to our deep commitment to corporate culture, and our focus on initiatives to support and develop our employees.

The Company recognizes that its success is highly dependent on its ability to attract, retain and develop our people.

To foster this development, the Company engages in annual succession planning focused on building a strong, diverse talent pipeline.

We conduct regular talent succession assessments along with individual performance reviews in which managers provide regular feedback and coaching to assist with the development of our employees, including the use of individual development plans to assist with career development.

Our Giving Interns Valuable Experience (“G.I.V.E.”) program was launched in 2021 and since that time, we have welcomed a diverse group of 64 interns from 29 different universities.

Over 56% of interns have been minorities.

We provide our employees and their families access to a platform called “Right Now Media at Work” which has thousands of streaming videos dedicated to both personal and professional development.

This tool is designed to enhance work, life and leadership skills and is used for team building and individual development plans.

In addition, employees can access a variety of personal care topics such as finances, relationships and mental health.

We utilize assessment tools such as Predictive Index to ensure employees are placed in jobs which best suit their skills and personalities.

We also use these insights for team building by teaching employees how to better understand and communicate with each other based on their profile.

We believe it is critical to support our employees in their career development goals;

and, we provide various paths to assist employees in their development.

We strive to promote from within when possible, so most open positions are posted internally before we begin looking externally to hire.

This allows us to provide more growth opportunities for current employees.

In addition, all employees have access to the Origin Career Center, which provides multiple resources to assist employees in identifying their career path goals and what steps need to be taken to enhance their promotional opportunities.

Our Career Manager program offers young professionals one-on-one time with senior leaders to accelerate their understanding of the business of banking.

In 2023, we launched a formal mentorship program where employees connect with an experienced mentor in structured sessions which prepare them for future growth opportunities.

We provide advanced development for next-generation leaders via our formal Leadership programs, the Origin Leadership Academy and the Emerging Leaders Council , which provide structured training and collaboration with other aspiring leaders throughout the organization.

The Origin Leadership Academy is a two-year program designed to prepare participants to move into executive roles as part of our succession planning.

Participants are chosen by senior management.

The Emerging Leaders Council is a one-year program designed to train and develop rising leaders in our organization.

Both programs feature interactive team building activities, group projects, and in-depth leadership training.

Inclusion & Belonging

Our commitment to inclusion starts with our goal of attracting, retaining, and developing a workforce that is diverse in background, knowledge, skill, and experience.

Origin is committed to providing equal employment opportunities, and makes all recruiting, payment, performance, and promotion decisions based on merit, without discrimination.

Origin is committed to enhancing our workforce at all levels of the organization and providing equal opportunity in all aspects of employment.

In 2024, the Company continues to make progress toward attracting and retaining an inclusive workforce.

The Company's talent acquisition team attends multiple job fairs throughout the year that allow us to connect with many talented and diverse candidates who may later become employed.

We also have engaged a third-party workforce development company that utilizes a connected system of job recruiting sites that post our employment opportunities with various professional and industry organizations, skilled trade associations and universities.

In addition, our G.I.V.E.

internship program is designed to develop a strong pool of diverse candidates through on-campus recruiting with local colleges and universities, including Historically Black Colleges and Universities (“HBCUs”) in our markets.

The Origin Diversity Council was launched in 2023 and has served to make a difference within our workplace and in the communities we serve.

The Council hosted Origin Connections Month in November, which featured multiple fun and engaging opportunities for employees to build relationships and learn more about each other’s backgrounds and cultures.

The Council also introduced a “Welcome Buddy” program which partners new hires with an employee who can help them

quickly get acclimated and connected in the workplace.

Members of the Diversity Council are committed to attending networking events and job fairs to assist in our efforts to recruit diverse candidates.

Because of the great emphasis we place on connections, our team members form relationships with those around them based on mutual respect, dignity and understanding.

The Company has strict non-discrimination and anti-harassment policies in place and these policies drive a workplace and workforce that embraces the highest ethical and moral standards.

We surveyed our employees in regard to inclusion and belonging.

Nine out of ten responses in the survey exceeded the benchmarks of Glint's top 10% of global companies.

The previously mentioned Diversity Council was one initiative that was launched based on the results of the survey and it will collectively advance our diversity, equity, and inclusion efforts in a way that makes a difference within our workplace and in the communities we serve.

In 2024, our Diversity Council continued Employee Spotlights as a platform to drive engagement and build connections by sharing employees’ stories to highlight different backgrounds and cultures within our organization.

Our team members form deeper relationships with those around them based on mutual respect, dignity and understanding.

The Company has non-discrimination and anti-harassment policies as outlined in our Employee Handbook.

The Board oversees and periodically reviews our human rights policies, while our Chief Human Resources Officer is responsible for its ongoing implementation, reporting to the Board and its committees on any significant issues.

These policies drive a workplace and workforce that embraces the highest ethical and moral standards.

Furthermore, all employees participate in inclusion training.

We also offer weekly micro lessons to our managers through a program called Blue Ocean Brain which supports our endeavor to reimagine inclusion in the workplace and provides our employees with a wide array of learning topics.

Origin has been recognized as a “Best Bank to Work For” by American Banker magazine for twelve consecutive years, which we believe is attributable to our deep commitment to corporate culture, and our focus on initiatives to support and develop our employees.

This ranking is based on feedback from surveys given directly to the American Banker magazine from our employees.

We have built our success on valued relationships beginning with our employees, who then build long-term, customer-focused relationships throughout our footprint.

None of our employees are represented by any collective bargaining unit or are parties to a collective bargaining agreement.

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We rely on our financial holding company status to engage in insurance agency activities.

If Origin Bank ceases to be “well capitalized” or “well managed” under applicable regulatory standards, or if Origin Bank receives a rating of less than satisfactory under the Community Reinvestment Act, the Federal Reserve may, among other things, place limitations on our ability to conduct these broader financial activities or, if the deficiencies persist, require us to divest the banking subsidiary or the businesses engaged in activities permissible only for financial holding companies.

If Origin Bank ceases to be “well capitalized” or “well managed” under applicable regulatory standards, or if Origin Bank receives a rating of less than satisfactory under the Community Reinvestment Act (“CRA”), the Federal Reserve may, among other things, place limitations on our ability to conduct these broader financial activities or, if the deficiencies persist, require us to divest the banking subsidiary or the businesses engaged in activities permissible only for financial holding companies.

In addition, the Federal Reserve has the power to order a bank holding company or its subsidiaries to terminate any nonbanking activity or terminate its ownership or control of any nonbank subsidiary, when it has reasonable cause to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness, or stability of any bank subsidiary of that bank holding company.

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Change in Control

Federal law restricts the amount of voting stock of a bank holding company or a bank that a person may acquire without the prior approval of banking regulators.

Under the Change in Bank Control Act and the regulations thereunder, a person or group must give advance notice to the Federal Reserve before acquiring control of any bank holding company, such as the Company, or before acquiring control of any FDIC-insured bank, such as Origin Bank.

Federal law restricts the amount of voting stock of a bank holding company or a bank that a person, entity or group may acquire without the prior approval of banking regulators.

Under the Change in Bank Control Act and the regulations thereunder, a person, entity or group must give advance notice to the Federal Reserve before acquiring control of any bank holding company, such as the Company, or before acquiring control of any FDIC-insured bank, such as Origin Bank.

Upon receipt of such notice, the Federal Reserve may approve or disapprove the acquisition.

The Change in Bank Control Act creates a rebuttable presumption of control if a person or group acquires the power to vote 10% or more of our outstanding common stock.

The Change in Bank Control Act creates a rebuttable presumption of control if a person, entity or group acquires the power to vote 10% or more of our outstanding common stock.

The overall effect of such laws is to make it more difficult to acquire a bank holding company and a bank by tender offer or similar means than it might be to acquire control of another type of corporation.

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We are required to comply with various corporate governance and financial reporting requirements under the Sarbanes-Oxley Act of 2002, as well as rules and regulations adopted by the SEC and the New York Stock Exchange.

Additionally, our independent registered public accounting firm, FORVIS, LLP, is required to comply with rules established by the Public Company Accounting Oversight Board ("PCAOB") as they related to the completion of the audit of our consolidated financial statements.

Additionally, our independent registered public accounting firm, Forvis Mazars, LLP, is required to comply with rules established by the Public Company Accounting Oversight Board (“PCAOB”) as they related to the completion of the audit of our consolidated financial statements.

In particular, we are required to include management and independent registered public accounting firm reports on internal controls as part of our Annual Report on Form 10-K in order to comply with Section 404 of the Sarbanes-Oxley Act.

We have evaluated our controls, including compliance with the SEC rules on internal controls, and have and expect to continue to spend significant amounts of time and money on compliance with these rules.

We have evaluated our controls, including compliance with the SEC rules on internal controls, and have spent, and expect to continue to spend significant amounts of time and money on compliance with these rules.

Our failure to comply with these internal control rules may materially adversely affect our reputation, ability to obtain the necessary certifications to financial statements, and the values of our securities.

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Banking organizations, such as us, with $10 billion or less in total consolidated assets and with total trading assets and liabilities of less than 5% of total consolidated assets are exempt from the Volcker Rule.

At December 31, 2023, we had total assets of $9.72 billion and our expectation is that we will exceed $10 billion in total consolidated assets during 2024.

At December 31, 2024, we had total consolidated assets of $9.68 billion and our expectation is that we will exceed $10 billion in total consolidated assets during 2025.

Based on the Company’s current activities, we do not currently expect that the Volcker Rule will have a material effect on our businesses or revenue after exceeding $10 billion, although it may prevent us from engaging in certain new activities or increase the compliance cost of new activities.

Incentive Compensation

The Dodd-Frank Act required the federal banking agencies and the SEC to establish joint rules or guidelines for financial institutions with more than $1 billion in assets, such as us and Origin Bank, which prohibit incentive compensation arrangements that the agencies determine to encourage inappropriate risks by the institution.

The federal banking agencies issued proposed rules in 2011 and previously issued guidance on sound incentive compensation policies.

In 2016, the federal banking agencies and the SEC proposed rules that would, depending upon the assets of the institution, directly regulate incentive compensation arrangements and would require enhanced oversight and recordkeeping.

As of December 31, 2023, these rules have not been implemented.

Further, the capital conservation buffer described above would limit discretionary bonus payments to bank executives if the institution’s regulatory capital ratios failed to exceed certain thresholds.

Proposed rules were issued in 2011, 2016 and 2024, but as of December 31, 2024, these rules have not been implemented.

For banks between $1 to $50 billion, the proposed rules would prohibit certain types of incentive compensation that the agencies deem as encouraging inappropriate risks, require adherence to principles of balancing risk and reward, required effective risk management over incentive compensation and enhance oversight and recordkeeping.

Further, the capital conservation buffer (described below under Capital Requirements ) limits discretionary bonus payments to bank executives if the institution’s regulatory capital ratios failed to exceed certain thresholds.

We and Origin Bank have undertaken efforts to ensure that our incentive compensation plans do not encourage inappropriate risks, consistent with three key principles - that incentive compensation arrangements should appropriately balance risk and financial rewards, be compatible with effective controls and risk management, and be supported by strong corporate governance.

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We and Origin Bank are subject to the following risk-based capital ratios:

a CET1 risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total risk-based capital ratio, which includes Tier 1 and Tier 2 capital.

a Common Equity Tier 1 (“CET1”) risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total risk-based capital ratio, which includes Tier 1 and Tier 2 capital.

CET1 is primarily comprised of the sum of common stock instruments and related surplus net of treasury stock plus retained earnings less certain adjustments and deductions, including with respect to goodwill, intangible assets, mortgage servicing assets and deferred tax assets subject to temporary timing differences.

Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock.

Tier 2 capital consists of instruments disqualified from Tier 1 capital, including qualifying subordinated debt and a limited amount of loan loss reserves up to a maximum of 1.25% of risk-weighted assets, subject to certain eligibility criteria.

Tier 2 capital consists of instruments disqualified from Tier 1 capital, including qualifying subordinated debt and a limited amount of credit loss reserves up to a maximum of 1.25% of risk-weighted assets, subject to certain eligibility criteria.

The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, certain “high volatility” commercial real estate, past due assets, structured securities and equity holdings.

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These buffer requirements must be met for a bank or bank holding company to be able to pay dividends, engage in share buybacks or make discretionary bonus payments to executive management without restriction.

The FDICIA, among other things, requires the federal bank regulatory agencies to take “prompt corrective action” regarding depository institutions that do not meet minimum capital requirements.

The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”), among other things, requires the federal bank regulatory agencies to take “prompt corrective action” regarding depository institutions that do not meet minimum capital requirements.

FDICIA establishes five regulatory capital tiers:

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Failure to meet minimum capital requirements could also result in restrictions on the Company’s or Origin Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications or other restrictions on its growth.

In 2023, the Company’s and Origin Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the capital conservation buffer.

Throughout and as of December 31, 2024, the Company’s and Origin Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the capital conservation buffer.

Based on current estimates, we believe that the Company and Origin Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2025.

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Origin Bank is subject to certain restrictions on dividends under federal and state laws, regulations and policies.

In general, Origin Bank may pay dividends to us without the approval of the Louisiana Office of Financial Institutions so long as the amount of the dividend does not exceed the bank’s net profits earned during the current year combined with its retained net profits of the immediately preceding year.

The bank is required to obtain the approval of the Louisiana Office of Financial Institutions for any amount in excess of this threshold.

In general, Origin Bank may pay dividends to us without the approval of the OFI so long as the amount of the dividend does not exceed the Bank’s net profits earned during the current year combined with its retained net profits of the immediately preceding year.

The Bank is required to obtain the approval of the OFI for any amount in excess of this threshold.

Additionally, to pay dividends to us, under Louisiana law Origin Bank must have unimpaired surplus that equals or exceeds fifty percent of its outstanding capital stock.

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The Federal Reserve has indicated that depository institutions and their holding companies should generally pay dividends only out of current operating earnings.

Under a Federal Reserve policy adopted in 2009, the board of directors of a bank holding company must consider different factors to ensure that its dividend level is prudent relative to maintaining a strong financial position, and is not based on overly optimistic earnings scenarios, such as potential events that could affect its ability to pay, while still maintaining a strong financial position.

Under a Federal Reserve policy adopted in 2009 and revised in 2020, the board of directors of a bank holding company must consider different factors to ensure that its dividend level is prudent relative to maintaining a strong financial position, and is not based on overly optimistic earnings scenarios, such as potential events that could affect its ability to pay, while still maintaining a strong financial position.

As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce the bank holding company’s dividends if:

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Member banks do not have any control over the Federal Reserve System as a result of owning the stock and the stock cannot be sold or traded.

The annual dividend rate for member banks with $12.517 billion or less in total assets is fixed at 6%, which currently applies to us.

As of January 27, 2025, the annual dividend rate for member banks with $12.841 billion or less in total assets is fixed at 6%, which currently applies to us.

However, the annual dividend rate for member banks with total assets in excess of $12.841 billion, is based on a floating dividend rate tied to 10-year U.S.

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The deposits of Origin Bank are insured by the FDIC up to applicable limits, and, accordingly, Origin Bank is also subject to certain FDIC regulations and the FDIC has backup examination authority and some enforcement powers over Origin Bank.

In addition, as discussed in more detail below, Origin Bank and any other of our subsidiaries that offer consumer financial products and services are subject to regulation by the CFPB.

In addition, as discussed in more detail below, Origin Bank and any other of our subsidiaries that offer consumer financial products and services are subject to regulation by the Consumer Financial Protection Bureau (“CFPB”).

In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the CFPB, and state attorneys general are permitted to enforce certain federal consumer financial protection law.

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The assessment base for the special assessment is equal to estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion, to be collected at an annual rate of approximately 13.4 basis points for an anticipated total of eight quarterly assessment periods, beginning the first quarterly assessment period of 2024.

At December 31, 2022, our estimated uninsured deposits totaled $4.19 billion, which is below the threshold for assessment.

At December 31, 2022, our estimated uninsured deposits were below the threshold for assessment.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by a bank’s federal regulatory agency.

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Origin Bank has augmented its systems and procedures to meet the requirements of these regulations and will continue to revise and update its policies, procedures and controls to reflect changes required by law.

FinCEN has adopted rules that require financial institutions to obtain beneficial ownership information with respect to legal entities with which such institutions conduct business, subject to certain exclusions and exemptions.

The federal Financial Crimes Enforcement Network (“FinCEN”) has adopted rules that require financial institutions to obtain beneficial ownership information with respect to legal entities with which such institutions conduct business, subject to certain exclusions and exemptions.

Bank regulators are focusing their examinations on anti-money laundering compliance, and we continue to monitor and augment, where necessary, our anti-money laundering compliance programs.

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On January 1, 2021, Congress passed federal legislation that made sweeping changes to federal anti-money laundering laws, including changes that will be implemented in subsequent years.

On June 30, 2021, FinCEN published the first set of “national AML priorities,” as required by the Bank Secrecy Act, which include, but are not limited to, cybercrime, terrorist financing, fraud, and drug/human trafficking.

On June 30, 2021, FinCEN published the first set of “national Anti-Money Laundering (“AML”) priorities,” as required by the Bank Secrecy Act, which include, but are not limited to, cybercrime, terrorist financing, fraud, and drug/human trafficking.

FinCEN is required to implement regulations to specify how covered financial institutions, such as the Company, should incorporate these national priorities into their AML programs.

Economic Sanctions

The OFAC is responsible for helping to ensure that U.S.

The Office of Foreign Assets Control (“OFAC”) is responsible for helping to ensure that U.S.

entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and acts of Congress.

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Concentrations in Lending

During 2006, the federal bank regulatory agencies released guidance on “Concentrations in Commercial Real Estate Lending” (the “Guidance”) and advised financial institutions of the risks posed by CRE lending concentrations.

The Guidance requires that appropriate processes be in place to identify, monitor and control risks associated with real estate lending concentrations.

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• Total reported loans for construction, land development, and other land of 100% or more of a bank’s total risk-based capital;

• Total reported loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land of 300% or more of a bank’s total risk-based capital.

• Total reported loans secured by multifamily and nonowner-occupied, nonfarm nonresidential properties and loans for construction, land development, and other land (excluding loans secured by farmland) of 300% or more of a bank’s total risk-based capital.

The Guidance also applies when a bank has a sharp increase in CRE loans or has significant concentrations of CRE secured by a particular property type.

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The exemption for small issuers ceases to apply as of July 1 of the year following the calendar year in which the debit card issuer has total consolidated assets of $10 billion or more at calendar year end.

On October 25, 2023, the Federal Reserve Bank (“FRB”) proposed to lower the maximum interchange fee that a large debit card issuer can receive for a debit card transaction.

On October 25, 2023, the Federal Reserve proposed to lower the maximum interchange fee that a non-exempt issuer can receive for a debit card transaction.

The proposal would also establish a regular process for updating the maximum amount every other year going forward.

We continue to monitor the development of these proposed rule revisions, and the expected impact on the Bank.

The Federal Reserve extended the comment period for its proposed changes to its debit card interchange fee rule until May 12, 2024, and at December 31, 2024, the proposal is still under review.

At December 31, 2024, we had total consolidated assets of $9.68 billion and our expectation is that we will exceed $10 billion in total consolidated assets during 2025.

Any reduction in interchange income as a result of the loss of the exemption for small issuers under the Durbin Amendment could have a significant adverse effect on our business, financial condition and results of operations beginning in the second half of 2026.

Community Reinvestment Act

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Clients must be notified when unauthorized disclosure involves sensitive client information that may be misused.

On November 18, 2021, the federal banking agencies issued a new rule effective in 2022 that requires banks to notify their primary federal regulator within 36 hours of a “computer-security incident” that rises to the level of a “notification incident.”

The Bank is also required to notify the Federal Reserve within 36 hours of a “computer-security incident” that rises to the level of a “notification incident.”

The federal banking regulators regularly issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions.

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A bank may, however, offer combined-balance products and may otherwise offer more favorable terms if a client obtains two or more traditional bank products.

The law also expressly permits banks to engage in other forms of tying and authorizes the Federal Reserve Board to grant additional exceptions by regulation or order.

The law also expressly permits banks to engage in other forms of tying and authorizes the Federal Reserve Board (“FRB”) to grant additional exceptions by regulation or order.

Also, certain foreign transactions are exempt from the general rule.

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• prohibit unfair, deceptive or abusive acts or practices in the provision of consumer financial products and services.

In addition, on December 12, 2024, the CFPB issued a final rule that caps overdraft fees at (i) $5 per transaction, or (ii) an amount per transaction calculated to cover specific costs and losses relating to overdrafts.

The final rule is scheduled to take effect on October 1, 2025, and is applicable to banks with more than $10 billion in assets.

At December 31, 2024, we had total consolidated assets of $9.68 billion and our expectation is that we will exceed $10 billion in total consolidated assets during 2025.

At this time, there is still some uncertainty surrounding this rule’s ultimate disposition and the timing of its effectiveness on Origin.

Mortgage Regulation

The Consumer Financial Protection Bureau (“CFPB”) adopted a rule that implements the ability-to-repay and qualified mortgage provisions of the Dodd-Frank Act (the “ATR/QM rule”), which requires lenders to consider, among other things, income, employment status, assets, payment amounts, and credit history before approving a mortgage, and provides a compliance “safe harbor” for lenders that issue certain “qualified mortgages.” The ATR/QM rule defines a “qualified mortgage” to have certain specified characteristics, and generally prohibits loans with negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years from being qualified mortgages.

The CFPB adopted a rule that implements the ability-to-repay and qualified mortgage provisions of the Dodd-Frank Act (the “ATR/QM rule”), which requires lenders to consider, among other things, income, employment status, assets, payment amounts, and credit history before approving a mortgage, and provides a compliance “safe harbor” for lenders that issue certain “qualified mortgages.” The ATR/QM rule defines a “qualified mortgage” to have certain specified characteristics, and generally prohibits loans with negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years from being qualified mortgages.

The rule also establishes general underwriting criteria for qualified mortgages, including that monthly payments be calculated based on the highest payment that will apply in the first five years of the loan and that the borrower have a total debt-to-income ratio that is less than or equal to 43%.

While “qualified mortgages” will generally be afforded safe harbor status, a rebuttable presumption of compliance with the ability-to-repay requirements will attach to “qualified mortgages” that are “higher priced mortgages” (which are generally subprime loans).

In addition, the securitizer of asset-backed securities must retain not less than 5% of the credit risk of the assets collateralizing the asset-backed securities, unless subject to an exemption for asset-backed securities that are collateralized exclusively by residential mortgages that qualify as “qualified residential mortgages.”

The CFPB has also issued rules to implement requirements of the Dodd-Frank Act pertaining to mortgage loan origination (including with respect to loan originator compensation and loan originator qualifications) as well as integrated mortgage disclosure rules.

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These rules also address initial rate adjustment notices for adjustable-rate mortgages, periodic statements for residential mortgage loans, and prompt crediting of mortgage payments and response to requests for payoff amounts.

The CARES Act granted certain forbearance rights and protection against foreclosure to borrowers with a “federally backed mortgage loan,” including certain first or subordinate lien loans designed principally for the occupancy of one to four families.

Non-Discrimination Policies

Origin Bank is also subject to, among other things, the provisions of the Equal Credit Opportunity Act and the Fair Housing Act, both of which prohibit discrimination based on race or color, religion, national origin, sex, and familial status in any aspect of a consumer or commercial credit or residential real estate transaction.

Origin Bank is also subject to, among other things, the provisions of the Equal Credit Opportunity Act (“ECOA”) and the Fair Housing Act (“FHA”), both of which prohibit discrimination based on race or color, religion, national origin, sex, and familial status in any aspect of a consumer or commercial credit or residential real estate transaction.

The Department of Justice and the federal bank regulatory agencies have issued an Interagency Policy Statement on Discrimination in Lending that provides guidance to financial institutions in determining whether discrimination exists, how the agencies will respond to lending discrimination, and what steps lenders might take to prevent discriminatory lending practices.

The Department of Justice has increased its efforts to prosecute what it regards as violations of the Equal Credit Opportunity Act and the FHA.

The Department of Justice has increased its efforts to prosecute what it regards as violations of the ECOA and the FHA.

Effect of Governmental Monetary Policies.

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On March 15, 2022, Congress enacted the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) to address references to LIBOR in contracts that (i) are governed by U.S.

(ii) will not mature before June 30, 2023;

(ii) did not mature before June 30, 2023;

and (iii) lack fallback provisions providing for a clearly defined and practicable replacement for LIBOR.

On December 16, 2022, the FRB adopted a final rule to implement the LIBOR Act by identifying benchmark rates based on SOFR (Secured Overnight Financing Rate) that will replace LIBOR in certain financial contracts after June 30, 2023.

On December 16, 2022, the Federal Reserve adopted a final rule to implement the LIBOR Act by identifying benchmark rates based on SOFR (Secured Overnight Financing Rate) that will replace LIBOR in certain financial contracts after June 30, 2023.

The final rule identifies replacement benchmark rates based on SOFR to replace overnight, one-month, three-month, six-month, and 12-month LIBOR in contracts subject to the LIBOR Act.

The Company and the Bank have fully transitioned its LIBOR-based contracts to other indices, primarily SOFR, as of December 31, 2023.

The Company and the Bank fully transitioned its LIBOR-based contracts to other indices, primarily SOFR, as of December 31, 2023.

Federal Home Loan Bank System.

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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 1. Business