What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-25 compared with 2025-02-27 · 103 added, 123 removed, 505 unchanged (31% of the section changed)

6 unchanged sentences

We provide a broad range of financial services and currently operates more than 56 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.

In addition, we provide a broad range of insurance agency products and services through our wholly owned insurance agency subsidiary, Forth Insurance, LLC.

At December 31, 2025, we had total assets of $9.72 billion, total loans held for investment (“LHFI”) of $7.67 billion, total deposits of $8.31 billion and total stockholders’ equity of $1.25 billion.

We completed an initial public offering of our common stock in May 2018 and began trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “OBNK”.

On May 9, 2023, the Company provided written notice to Nasdaq of its determination to voluntarily withdraw the listing of the Company’s common stock from Nasdaq and transfer the listing to the New York Stock Exchange (“NYSE”).

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, Mississippi and now in South Alabama and the Florida Panhandle.

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the stock symbol “OBK”.

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

37 unchanged sentences

We believe we have an attractive mix of loans and deposits.

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.

At December 31, 2025, our LHFI portfolio was comprised of 32.8% commercial and industrial loans including mortgage warehouse loans, and 40.9% commercial real estate loans, including construction/land/land development loans.

Our commercial real estate loans are 39.8% owner-occupied and 60.2% non-owner-occupied.

At December 31, 2025, approximately 23.8% 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:

In January 2025, we 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

1 unchanged sentence

• 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.

This initiative established an initial 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, surpassed in part by branch consolidations, headcount reductions, securities optimization, capital optimization, and cash/liquidity management.

We believe the actions we have taken through December 31, 2025, in furtherance of our Optimize Origin initiative have driven or will drive earnings improvement of approximately $37.2 million annually on a pre-tax basis.

As a result, we exceeded our original goal in delivering a ROAA run rate of 1.19% for the fourth quarter of 2025.

Looking ahead to 2026, our goal is to achieve an ROAA run rate of 1.15% or higher by the fourth quarter of 2026.

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.

1 unchanged sentence

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.

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.

The North Louisiana markets offer a stable economic climate with lower costs associated with deposit gathering and our operational platform.

10 unchanged sentences

Lending Activities

We originate loans secured by single and multi-family real estate, residential construction and commercial buildings.

We originate loans secured by single and multifamily real estate, residential construction and commercial buildings.

In addition, we make loans to small and mid-sized businesses, as well as to consumers for a variety of purposes.

56 unchanged sentences

During 2025, credit relationships of $8.0 million or greater were generally presented to the corporate loan committee for approval or ratification of approval prior to committing to the loan.

In October 2025, this amount increased to $10.0 million.

The corporate loan committee meets weekly and on an ad hoc basis as needed.

12 unchanged sentences

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.

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, brokered deposits and other borrowings.

Mortgage Banking

3 unchanged sentences

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

In 2025, as part of our Optimize Origin initiative, we restructured the manner in which we deliver residential mortgage loans that are sold in the secondary market in order to reduce financial volatility and balance sheet risk, which was achieved through a correspondent relationship with a third-party mortgage company.

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.

With decades of collective experience in the insurance industry and over 130 experienced professionals, our agency has primary operating locations across Louisiana, with additional offices in Dallas, Texas.

Forth Insurance also has the licensed ability to provide insurance products in other states across the United States.

Insurance commission and fee income was $27.1 million, $26.8 million and $25.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Other Banking Services

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

15 unchanged sentences

We work to define our culture in everything we do.

It is in our attitudes, our diversity, our core values;

It is in our attitudes, our desire to help others, our core values;

it is in our interactions with our customers and communities.

1 unchanged sentence

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.

To enrich the lives of the people in our community.

True commitment extends beyond the banking center.

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.

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

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 administer several incentive programs that are designed to link performance to pay and drive results towards the achievement of overall corporate goals.

In addition to base pay and stock awards, we have several incentive programs 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

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

• Generous paid time off (“PTO”) policy

6 unchanged sentences

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

Employee Engagement

We continue to expand our holistic wellness offerings through programs such as DreamManager, Health & Wellness coaching, financial wellness initiatives, and Project Enrich, all designed to support employees’ physical, emotional, and financial well-being.

Our dedicated health and safety program provides ongoing training and resources to maintain a safe workplace and reinforce our commitment to mental, emotional and physical well-being.

A full-time National Board Certified Health & Wellness Coach (‘NBC-HWC’) leads our wellness initiatives, providing regular education and individualized coaching.

In 2025, approximately 10% of employees engaged in one-on-one coaching to support their personal health goals.

Employee Engagement & Feedback

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 employees provide anonymous input through multiple engagement surveys each year, facilitated by Microsoft Viva Glint (“Glint”), a platform designed to strengthen engagement, development, and organizational performance.

Origin continues to rank within the top tier of Glint’s global customer base for employee engagement.

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

“The Origin Insider,” our monthly meeting series launched during the pandemic, continues to offer employees deeper insight into Bank operations, leadership perspectives, and topics that support personal and professional well-being.

Our Dream Manager® program assists our employees in meeting their own personal and professional goals in addition to helping them improve physically, emotionally, intellectually and spiritually.

Over 350 employees have participated in this program since 2019.

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.

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 2025 had a participation rate over 43%.

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

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

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 have enhanced 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.

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

We recognize that our success is highly dependent on our 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.

We conduct regular succession assessments and performance reviews, supported by individualized development plans that guide employees in achieving career goals.

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 83 interns from 31 different universities.

5 unchanged sentences

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 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.

2 unchanged sentences

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.

Our formal mentorship program provides structured guidance from experienced leaders, supporting employees as they prepare for future roles.

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.

3 unchanged sentences

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.

Belonging At Origin

Inclusion is vital to Origin.

We are committed to providing equal employment opportunities with regards to recruiting, compensation, performance and promotion decisions without discriminating on the basis of gender, sexual orientation, age, family status, ethnic origin, nationality, disability, race, color, religious belief or any other legally protected characteristics.

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 is an essential component of our culture and is demonstrated by the way we conduct business, foster individual and team enrichment, and participate in our communities.

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

Our Diversity Council consists of diverse employees that collectively advance our belonging efforts in a way that makes a difference within our workplace and in the communities we serve.

We remain committed to ensuring all employees have equitable opportunities to grow, contribute, and be recognized for their performance.

We actively support and celebrate cultural events throughout the year.

We are focused on creating an inclusive and high-performance culture through our education workshops, which include topics like Understanding, Recognizing and Interrupting Biases and Advancing Allyship.

In 2025, we expanded these offerings with additional learning modules designed to deepen cultural competency and strengthen inclusive leadership behaviors.

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

The Company has non-discrimination and antiharassment policies as outlined in our employee handbook.

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.

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

We believe that our relations with our employees are good.

Community & Volunteerism

One of our core values is individual and corporate commitment to our communities.

For Origin, this means more than fancy words that are written to impress our stakeholders.

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

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

We strive to understand their needs and how we can help them attain their goals and improve the quality of lives throughout our five state footprint.

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

In 2025, the employees of Origin volunteered 4,473 hours during working hours, not including 1,273 hours of personal time outside of working hours.

Participation in Project Enrich reached 76% of employees in 2025, reflecting strong engagement across the organization.

Since its launch in 2013, Project Enrich has facilitated 29,675 total volunteer hours through December 31, 2025 - demonstrating our long-standing commitment to community and volunteerism.

In addition to volunteerism, we continue to support community needs through targeted financial contributions, including initiatives that strengthen local schools and expand access to essential resources.

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

• United Way Circle of Honor and Gold Award

• Volunteer Louisiana Champion of Service

• Spirit of Giving Award

• Boys and Girls Club

• State of Louisiana Distinguished Partner in Education

• Best of the Delta

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.

As part of Origin’s ongoing commitment to expanding financial education, we launched a targeted digital campaign in 2024, continuing through 2025, that leverages paid social media and an Always-On Paid Search strategy.

These efforts are designed to increase visibility and access to the bank’s online financial education resources for both consumers and small businesses.

Highlights include:

• The consumer-focused program generated 3,993,260 impressions with a Click-Through Rate (“CTR”) of 0.55%, more than double the industry benchmark of 0.22%.

• The small business program achieved 952,140 impressions and a CTR of 0.60%, also exceeding the benchmark.

• Since launch, our financial education blogs have received 20,130 sessions, a 1,292% increase in traffic compared to pre-campaign levels.

These results demonstrate the effectiveness of our digital strategy in expanding financial literacy and increasing access to trusted educational content across our communities, underscoring our commitment to delivering accessible, high-quality financial education and strengthening the capacity of individuals and small businesses to make informed, responsible financial decisions.

Corporate Information

73 unchanged sentences

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, 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 December 31, 2025, we had total consolidated assets of $9.72 billion.

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.

18 unchanged sentences

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 credit 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 indebtedness 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.

1 unchanged sentence

The required minimum leverage ratio for all banks and bank holding companies is 4%.

In addition, effective January 1, 2019, the capital rules required a capital conservation buffer of 2.5%, comprised of CET1, above each of the minimum risk-based capital ratio requirements (CET1, Tier 1, and total capital), which is designed to absorb losses during periods of economic stress.

In addition, the capital rules required a capital conservation buffer of 2.5%, comprised of CET1, above each of the minimum risk-based capital ratio requirements (CET1, Tier 1, and total capital), which is designed to absorb losses during periods of economic stress.

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.

46 unchanged sentences

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.

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.

Effective January 1, 2026, the annual dividend rate for member banks with $13.182 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 $13.182 billion, is based on a floating dividend rate tied to 10-year U.S.

28 unchanged sentences

The FDIC could further increase the deposit insurance assessments for certain insured depository institutions, including Origin Bank, if the DIF reserve ratio is not restored as projected.

In November 2023, the FDIC approved a final rule to implement a special assessment to recover the loss to the DIF associated with several bank failures that occurred during early 2023.

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 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.

29 unchanged sentences

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 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.

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, cyber-crime, 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.

8 unchanged sentences

Higher allowances for loan losses and capital levels may also be required.

The Guidance is triggered when CRE loan concentrations exceed either:

The Guidance is triggered when commercial real estate loan concentrations exceed either:

• 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 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.

We have always had exposures to loans secured by CRE due to the nature of our markets and the loan needs of both consumer and commercial clients.

We believe our long-term experience in CRE lending, underwriting policies, internal controls, and other policies currently in place, as well as our loan and credit monitoring and administration procedures, are generally appropriate to managing our concentrations as required under the Guidance.

As of December 31, 2024, our CRE loan concentrations were below the Guidance thresholds discussed above.

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

We have always had exposures to loans secured by commercial real estate due to the nature of our markets and the loan needs of both consumer and commercial clients.

We believe our long-term experience in commercial real estate lending, underwriting policies, internal controls, and other policies currently in place, as well as our loan and credit monitoring and administration procedures, are generally appropriate to managing our concentrations as required under the Guidance.

As of December 31, 2025, our commercial real estate loan concentrations were below the Guidance thresholds discussed above.

Debit Interchange Fees

7 unchanged sentences

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, 2025, 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.

At December 31, 2025, we had total consolidated assets of $9.72 billion.

Community Reinvestment Act

6 unchanged sentences

On October 24, 2023, the Office of the Comptroller of the Currency (“OCC”), Federal Reserve, and FDIC issued a final rule to modernize their respective CRA regulations.

The revised rules substantially alter the methodology for assessing compliance with the CRA, with material aspects taking effect January 1, 2026, and revised data reporting requirements taking effect January 1, 2027.

Among other things, the revised rules evaluate lending outside traditional assessment areas generated by the growth of non-branch delivery systems, such as online and mobile banking, apply a metrics-based benchmarking approach to assessment, and clarify eligible CRA activities.

The final rules are likely to make it more challenging and/or costly for the Bank to receive a rating of at least “satisfactory” on its CRA exam.

The revised rules would have substantially altered the methodology for assessing compliance with the CRA.

However, court challenges prevented the 2023 final rule from becoming effective, and on July 16, 2025, the OCC, Federal Reserve and FDIC issued a joint proposal to rescind the 2023 CRA final rule.

The ultimate scope and timing of any changes to the CRA regulations remains uncertain.

Privacy, Credit Reporting, and Data Security

32 unchanged sentences

• 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 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).

Effective in 2021, the CFPB replaced the previous debt-to-income limitations with a revised General QM definition, which is based on the relationship of the loan’s annual percentage rate to the average prime offer rate.

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.

18 unchanged sentences

We cannot predict the nature of future fiscal and monetary policies or the effect of these policies on our operations and activities, financial condition, results of operations, growth plans or future prospects.

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) 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 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 fully transitioned its LIBOR-based contracts to other indices, primarily SOFR, as of December 31, 2023.

Federal Home Loan Bank System.

5 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 1. Business