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The effectiveness of our internal control over financial reporting at December 31, 2025, has been audited by Forvis Mazars, LLP (“Forvis”), an independent registered public accounting firm, as stated in its report, which is included in Part II, Item 8 of this report.
−Removed: Remediation of Material Weakness — As disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2023, as amended on February 26, 2025, management identified a material weakness relating to controls over employees’ ability to initiate certain manual transfers between deposit accounts.
−Removed: The circumstances that led to the material weakness were first identified during 2024, prompting management to re-evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2023.
−Removed: On February 21, 2025, based on this reevaluation, and after discussion with Forvis, management determined that the previously-identified circumstances constituted a material weakness, and determined that the material weakness existed as of December 31, 2023, and continued to exist as of March 31, 2024, June 30, 2024, and September 30, 2024.
−Removed: During the year ended December 31, 2024, we developed and implemented a remediation plan to correct the circumstances that led to the material weakness.
−Removed: Based on management's assessment of the effectiveness of our internal control over financial reporting as of and for the year ending December 31, 2024, management concluded that we had effectively remediated this material weakness and that, as stated above, our controls and procedures were effective as of December 31, 2024.
−Removed: Changes in internal control over financial reporting — Except for the remediation actions discussed above, there were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: Changes in internal control over financial reporting — There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures — Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud.
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Opinion on the Internal Control over Financial Reporting
−Removed: We have audited Origin Bancorp’s (Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework:
+Added: We have audited Origin Bancorp, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework:
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework:
−Removed: (2013) issued by COSO.
+Added: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, and our report dated February 25, 2026 expressed an unqualified opinion on those financial statements.
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Definitions and Limitations of Internal Control Over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements in accordance with accounting principles generally accepted in the United States of America.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: and (3) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: With the exception of the equity compensation plan information provided below, the information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year end.
−Removed: Information regarding stock-based compensation awards outstanding and available for future grants at December 31, 2024, is presented in the table below.
−Removed: Additional information regarding stock-based compensation plans is presented in Note 13 — Stock and Incentive Compensation Plans to our consolidated financial statements contained in Part II, Item 8 of this report.
−Removed: (a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
−Removed: Equity compensation plans approved by stockholders (1)
−Removed: N/A 1,371,038 (3)
−Removed: Equity compensation plans not approved by stockholders (4)
−Removed: 225,834 32.24 (5)
−Removed: Total 845,391 N/A 1,371,038
−Removed: ____________________________
−Removed: (1) Includes the Origin Bancorp, Inc.
−Removed: 2012 Stock Incentive Plan, Origin Bancorp, Inc.
−Removed: Omnibus Incentive Plan (“Omnibus Plan”) and Origin Bancorp Inc.
−Removed: 2021 Employee Stock Purchase Plan (“ESPP”).
−Removed: (2) Includes (i) 352,002 shares that may be issued upon settlement of RSUs;
−Removed: (ii) 265,197 shares that may be issued pursuant to outstanding PSUs, based on certified financial results, where applicable, and otherwise assuming the target award is met;
−Removed: and (iii) 2,358 shares that are deferred and may be issued upon the settlement date in accordance with the participant’s election.
−Removed: (3) Includes (i) 499,998 shares that may be issued pursuant to future awards under the Omnibus Plan, all of which may be issued pursuant to grants of full-value stock awards;
−Removed: (ii) 871,040 shares that maybe issued pursuant to future awards under the ESPP.
−Removed: (4) Includes 4,800 options that were granted in 2010 prior to the establishment of the Origin Bancorp, Inc.
−Removed: 2012 Stock Incentive Plan and 221,034 options assumed under the 2012 BTH Equity Incentive Plan.
−Removed: (5) The weighted-average exercise price of outstanding options, warrants and rights relates solely to stock options, which are the only currently outstanding exercisable security, and does not relate to restricted stock units that convert to shares of common stock for no consideration.
+Added: The information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year end.
We know of no arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.
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Exhibit Number Description
−Removed: 2.1 Agreement and Plan of Merger by and between Origin Bancorp, Inc.
−Removed: and BT Holdings, Inc.
−Removed: dated February 23, 2022 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed February 24, 2022
3.1 Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on April 28, 2020
−Removed: 3.2 Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on April 28, 2020
+Added: 3.2 Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on April 28, 2020
4.1 Specimen common stock certificate, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed April 10, 2018
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2012 Stock Incentive Plan incorporated by reference to Exhibit 10.1 to the Company’s 10-Q filed for the quarter ended March 31, 2021
−Removed: 10.2 * Form of Restricted Stock Award Agreement under the Origin Bancorp, Inc.
−Removed: 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 28, 2018
−Removed: 10.3 * Form of Stock Option Award Agreement under the Community Trust Financial Corporation 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1 filed April 10, 2018
10.2 * BT Holdings, Inc.
−Removed: 2012 Equity Incentive Plan.
−Removed: incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-8 filed August 1, 2022
+Added: 2012 Equity Incentive Plan , incorporated by reference to Exhibit 4.
+Added: 4 of the Registrant’s Registration Statement on Form S-8 filed August 1, 2022
+Added: 10.3 * First Amendment to the 2012 Equity Incentive Plan for BT Holdings, incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-8 filed August 1, 202 2
10.4 * 2020 Restated Employment Agreement, dated February 27, 2020, by and between Origin Bancorp, Inc.
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10.9 * Amended and Restated Endorsement Split Dollar Life Insurance Agreement, dated February 27, 2020, by and between Origin Bank and Drake Mills, incorporated by reference to Exhibit 10.10 to the Company’s 10-K for the year ended December 31, 2019
−Removed: Exhibit Number Description
10.10 * 2020 Restated Employment Agreement, dated February 27, 2020, by and between Origin Bancorp, Inc.
Lance Hall, incorporated by reference to Exhibit 10.11 to the Company’s 10-K for the year ended December 31, 2019
+Added: Exhibit Number Description
10.11 * §409A Amended & Restated Executive Salary Continuation Agreement, dated December 13, 2008, by and between Community Trust Bank and M.
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and Preston Moore incorporated by reference to Exhibit 10.31 to the Company’s 10-K for the year ended December 31, 2020
−Removed: 10.21 * Change in Control Agreement, dated June 14, 2018, among Origin Bank, Origin Bancorp, Inc.
−Removed: Crotwell, incorporated by reference to Exhibit 10.29 to the Company’s Form 10-K filed for year ended December 31, 2021
+Added: 10.20 * Change in Control Agreement, dated September 24, 2025, among Origin Bank, Origin Bancorp, Inc.
10.21 * Form of Performance Stock Unit Agreement under the Origin Bancorp, Inc.
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and Derek McGee, incorporated by reference to Exhibit 10.31 to the Company’s Form 10-K filed February 22, 2023
−Removed: 10.25 * Termination of Change in Control Agreement, dated August 8, 2022, among Origin Bancorp, Inc., Origin Bank and Stephen Brolly, incorporated by reference to Exhibit 10.32 to the Company’s Form 10-K filed February 22, 2023
10.24 * Change in Control Agreement, dated July 27, 2022, among Origin Bank, Origin Bancorp, Inc.
2 unchanged sentences
10.26 * Amendment to Employment Agreement, dated May 24, 2022, among BTH Bank, N.A, BT Holdings, Inc., and Lori Sirman, incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K filed February 22, 2023
−Removed: 10.29 * Second Amendment to the Employment Agreement, dated January 1, 2025, among Origin Bank and Lori Sirman
+Added: 10.27 * Second Amendment to the Employment Agreement, dated January 1, 2025, among Origin Bank and Lori Sirman, incorporated by reference to Exhibit 10.29 to the Company’s Form 10-K filed February 27, 2025
10.28 * Origin Bancorp, Inc., Origin Bank Nonqualified Deferred Compensation Plan, dated December 8, 2022, incorporated by reference to Exhibit 10.37 to the Company’s Form 10-K filed February 22, 2023
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and Drake Mills, incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K filed February 22, 2023
−Removed: Exhibit Number Description
10.32 * Origin Bancorp, Inc.
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Omnibus Incentive Plan incorporated by reference to Appendix A to the Company's Definitive Proxy Statement Schedule 14 A filed March 14, 2024
+Added: Exhibit Number Description
10.34 * Form of Incentive Agreement for Director Restricted Stock Awards under the Origin Bancorp, Inc.
4 unchanged sentences
Omnibus Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed May 7, 2024
−Removed: 19 Insider Trading Policy
+Added: 19 Insider Trading Policy incorporated by reference to Exhibit 19 to the Company’s Form 10-K filed February 27, 2025
21 Subsidiaries of the Registrant
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Brolly, Chief Accounting Officer/Senior Executive Officer (Principal Accounting Officer)
−Removed: /s/ Daniel Chu February 27, 2025
−Removed: Daniel Chu, Director
D’Agostino February 25, 2026
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Davison, Jr., Director
−Removed: /s/ Jay Dyer February 27, 2025
−Removed: Jay Dyer, Director
La’Verne Edney February 25, 2026
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Luffey, Director
−Removed: /s/ Farrell J.
−Removed: Malone February 27, 2025
−Removed: Malone, Director
−Removed: /s/ Lori Sirman February 27, 2025
−Removed: Lori Sirman, Director
−Removed: /s/ Elizabeth E.
−Removed: Solender February 27, 2025
−Removed: Solender, Director
−Removed: /s/ Steven Taylor February 27, 2025
−Removed: Steven Taylor, Director
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.