OBK 10-K & 10-Q changes, risk factors and insider trading

•Current uncertain economic conditions (both domestic and international) and increased geopolitical risks pose challenges, and could adversely affect our business, financial condition and results of operations;

•Risks related to ESGsustainability strategies and initiatives, the scope and pace of which could alter our reputation and shareholder, associate, customer and third-party affiliations;

Current uncertain economic conditions and increased geopolitical risks pose challenges, and could adversely affect our business, financial condition and results of operations.

•inflationary pressures remained elevated throughout 20232024 and 2024,2025, and may to continue into 20252026;

Significant increases or decreases in market interest rates on loans,rates, or the perception that ansuch increasea change may occur, could adversely affect both our ability to originate new loans and our ability to grow.business. In response to growing signs of inflation, the Federal Reserve rapidly increased interest rates during 2022 and 2023 and took further actions to mitigate inflationary pressures. These interest rate changes had a number of negative effects on our business, including reducing the value of our securities portfolio, increasing our interest rate expense, and decreasing demand for new loans, particularly residential mortgages. The Federal Reserve began reducing interest rates in 2024, but the future direction of interest rate changes remain unclear as inflation remains above target. Future rapid changes in interest rates, in either direction, may make it difficult for us to balance our loan and deposit portfolios, which may adversely affect our results of operations by, for example, reducing asset yields or spreads, or having other adverse impacts on our business. Decreases in interest ratesrates, such as those that occurred in 2024 and 2025, could result in an acceleration of loan prepayments. Continued increasedIncreased market interest rates could also adversely affect the ability of our floating-rate borrowers to meet their higher payment obligations. If this occurred, it could cause an increase in nonperforming assets and charge offs,charge-offs, which could adversely affect our business.

Changes in interest rates can increase or decrease our net interest income, because different types of assets and liabilities may react differently, and at different times, to market interest rate changes. When interest-bearing liabilities mature or reprice more quickly, or to a greater degree than interest-earning assets in the same period, an increase in interest rates could reduce net interest income. Similarly, when interest-earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income. Changes in market values of investment securities classified as available for sale are impacted by higherchanges in interest rates and can negatively impact our other comprehensive (loss) income and equity levels through accumulated other comprehensive (loss) income, which includes net unrealized gains and losses on those securities. Further, such losses could be realized into earnings should liquidity and/or business strategy necessitate the sales of securities in a loss position.

Additionally, furtherfuture increases in interest rates may, among other things, reduce the demand for loans and our ability to originate loans and decrease loan repayment rates. A decrease in the general level of interest rates may affect us through, among other things, increased prepayments on our loan portfolio and increased competition for deposits. Accordingly, changes in the level of market interest rates affect our net yield on interest-earning assets, loan origination volume, loan portfolio and our overall results. Moreover, althoughthe practices we have implemented practices,that weare believeintended willto reduce the potential effects of changes in interest rates on our net interest income, these practicesincome may not always be successful. Accordingly, changes in levels of market interest rates could materially and adversely affect our net interest income and our net interest margin, asset quality, loan and lease origination volume, liquidity, and overall profitability. We cannot assure you that we can minimize our interest rate risk.

Inflation rose over the last several years to levels not seen for over 40 years. Inflationary pressures may continue intoin 2025.2026. Inflation could lead to increased costs to our customers, making it more difficult for them to repay their loans or other obligations increasing our credit risk. While the Federal Reserve hasbegan cutcutting interest rates in late 2024, current market interest rates remain significantly higher than interest rates as of early 2022. A deterioration in economic conditions in the United States and our markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations.

The geographic concentration of our markets in Texas, Louisiana, Mississippi, and most recently into Alabama and Florida makes us more sensitive than our more geographically diversified competitors to adverse changes in the local economy.

Unlike larger financial institutions that are more geographically diversified, we are a regional bank concentrated in the Interstate 20 corridor between the Dallas/Fort Worth metropolitan area, East Texas, North Louisiana and Jackson, Mississippi, as well as in Houston, Texas and Oxford, Mississippi. Recently,In 2024, we expanded our presence into Mobile, Alabama and Fort Walton Beach, Florida. At December 31, 2024,2025, 69.2%64.7% of our total real estate loans (by dollar amount), excluding mortgage warehouse lines of credit, were made to borrowers who reside or conduct business in Texas, 18.4%15.4% attributable to Louisiana and 7.1%9.1% attributable, in total, to Mississippi, Mobile, Alabama and Fort Walton Beach, Florida and majority of our real estate loans are secured by properties located in these states. A deterioration in local economic conditions or in the residential or commercial real estate markets could have an adverse effect on the quality of our portfolio, the demand for our products and services, the ability of borrowers to timely repay loans, and the value of the collateral securing loans. If the population, employment or income growth in one of our markets is negative or slower than projected, income levels, deposits and real estate development could be adversely impacted. Some of our larger competitors that are more geographically diverse may be better able to manage and mitigate risks posed by adverse conditions impacting only local or regional markets.

As described in Part II, Item 9A — Controls and Procedures of Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2023, filed February 26, 2025, we identified a material weakness in our internal controls over financial reporting relating to controls over employees’ ability to initiate certain manual transfers between deposit accounts. A material weakness, as defined by the SEC rules, is a deficiency, or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. During the year ended December 31, 2024, we implemented remediation actions to address the material weakness in our internal controls and, as of December 31, 2024, this material weakness hashad been deemed remediated.

It is difficult or impossible to defend against every risk being posed by changing technologies or criminals’ intent on committing cyber-crime. Our controls and protections and those of our vendors could prove inadequate. In the last few years, there have been an increasing number of cyber incidents and cyber criminals continue to increase their sophistication, including several well-publicized cyber-attacks that targeted other companies in the United States, including financial services companies much larger than us. The sophistication of these incidents has also increased, and is expected to increase further, as cyber criminals utilize artificial intelligence and related emerging technologies. These cyber incidents have been initiated from a variety of sources, including terrorist organizations and hostile foreign governments. As technology advances, the ability to initiate transactions and access data has also become more widely distributed among mobile devices, personal computers, automated teller machines, remote deposit capture sites and similar access points, some of which are not controlled or secured by us. It is possible that we could have exposure to liability and suffer losses as a result of a security breach or cyber-attack that occurred through no fault of our own. Further, the probability of a successful cyber-attack against us or one of our third-party services providers cannot be predicted, and in some cases, prevented.

The Company’s business exposes it to fraud risk from loan and deposit customers, the parties they do business with, as well as from employees, contractors and vendors. The Company relies on financial and other data from new and existing customers which could turn out to be fraudulent when accepting such customers, executing their financial transactions and making and purchasing loans and other financial assets. In times of increased economic stress, the Company is at increased risk of fraud losses. The Company believes it has underwriting and operational controls in place to prevent or detect such fraud, but cannot provide assurance that these controls will be effective in detecting fraud or that the Company will not experience fraud losses or incur costs or other damage related to such fraud, at levels that adversely affect financial results or reputation. The Company’s lending customers may also experience fraud in their businesses which could adversely affect their ability to repay their loans or make use of services. The Company’s and its customers’ exposure to fraud may increase the Company’s financial risk and reputation risk as it may result in unexpected litigation expense, other costs and loan losses that exceed those that have been provided for in the allowance for credit losses. In addition, the use of artificial intelligence and other emerging technologies by those committing fraud against the Company and its customers may increase the likelihood that such attempts at fraud are successful and decrease the likelihood of, or delay, the detection of fraud.

As of December 31, 2024,2025, our total assets were $9.68$9.72 billion, and we expect our total assets to grow in excess of $10 billion during the 2025 year.billion. In addition to our current regulatory requirements, banks with $10 billion or more in total assets are, among other things: examined directly by the CFPB with respect to various federal consumer financial laws; subject to limits on debit interchange fees pursuant to Section 1075 of the Dodd-Frank Act, known as the Durbin Amendment; eligible for potentially a smaller dividend on holdings of Federal Reserve Bank stock; subject to the Volcker Rule’s limitations on proprietary trading and investments or sponsorship in covered funds; subject to the large bank assessment methodology for calculating FDIC insurance premiums; and no longer eligible to elect to be subject to the CBLR. Compliance with these additional ongoing requirements may necessitate additional personnel, the design and implementation of additional internal controls, or the incurrence of other significant expenses, among other things, any of which could have a significant adverse effect on our business, financial condition or results of operations. Our regulators may also consider our preparation for compliance with these regulatory requirements in the course of examining our operations generally or when considering any request from us or the Bank. Although the CFPB’s level of activity has been significantly reduced, the scope of its future activities remains subject to ongoing litigation, and it is unclear what regulatory role the CFPB would play if our total assets were to exceed $10 billion.

We will become subject to reduced debit interchange income and overdraft income and could face related adverse business consequences if our total assets grow in excess of $10 billion as of December 31 of any calendar year.

Debit card interchange fee restrictions set forth in the Durbin Amendment, as implemented by regulations of the Federal Reserve, cap the maximum debit interchange fee that a debit card issuer may receive per transaction. Debit card issuers with total consolidated assets of less than $10 billion are exempt from these interchange fee restrictions. 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. At December 31, 2024,2025, we had total consolidated assets of $9.68$9.72 billion and our expectation is that we will exceed $10 billion in total consolidated assets during 2025.billion. 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. Our interchange fees for the year ended December 31, 2024,2025, were $8.3$8.5 million. Although the Durbin Amendment’s restrictions on debit interchange fees currently remain in place, they are subject to ongoing litigation.

The markets in which we operate are susceptible to hurricanes and other natural disasters, adverse weather and climate change effects, which could result in a disruption of our operations and increases in loan losses.

The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services (including those related to or involving artificial intelligence, machine learning, stablecoins, blockchain and other distributed ledger technologies) and an established and growing demand for mobile and other phone and computer banking applications. The effective use of technology increases efficiency and enables financial institutions to reduce costs as well as service our customers better. Largely unregulated “fintech” businesses have increased their participation in the lending and payments businesses and have increased competition in these businesses. This trend is expected to continue for the foreseeable future. Our future success will depend, at least in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience as well as to create additional efficiencies in our operations as we continue to grow and expand our products and service offerings. We may experience operational challenges as we implement these new technology enhancements or products, which could result in us not fully realizing the anticipated benefits from such new technology or require us to incur significant costs to remedy any such challenges in a timely manner.

Other primary sources of funds consist of cash flows from operations, maturities and sales of investment securities, and proceeds from the issuance and sale of our equity and debt securities to investors. Access to liquidity may be negatively impacted by the value of our securities portfolio, if liquidity and/or business strategy necessitate the sales of securities in a loss position. Additional liquidity is provided by the ability to borrow from the Federal Reserve Bank of Dallas and the Federal Home Loan Bank of Dallas. Recently proposed changes to the Federal Home Loan Bank system could adversely impact the Company’s access to Federal Home Loan Bank borrowings or increase the cost of such borrowings. We also may borrow funds from third-party lenders, such as other financial institutions. Our access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that are acceptable to us, could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry. Our access to funding sources could also be affected by a decrease in the level of our business activity as a result of a downturn in our primary market area or by one or more adverse regulatory actions against us. In addition, our access to deposits may be affected by the liquidity and/or cash flow needs of depositors, which may be exacerbated in an inflationary, recessionary, or elevated rate environment.

We use interest rate swaps to help manage our interest rate risk from recorded financial assets and liabilities when they can be demonstrated to effectively hedge a designated asset or liability and the asset or liability exposes us to interest rate risk or risks inherent in customer related derivatives. We use other derivative financial instruments to help manage other economic risks, such as liquidity and credit risk, including exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts principally related to our fixed rate loan assets. Hedging interest rate risk is a complex process, requiring sophisticated models and routine monitoring, and is not a perfect science. As a result of interest rate fluctuations, hedged assets and liabilities will appreciate or depreciate in market value. The effect of this unrealized appreciation or depreciation will generally be offset by income or loss on the derivative instruments that are linked to the hedged assets and liabilities. By engaging in derivative transactions, we are exposed to credit and market risk. If the counterparty fails to perform, credit risk exists to the extent of the fair value gain in the derivative.derivative is not collateralized. Market risk exists to the extent that interest rates change in ways that are significantly different from what we expected when we entered into the derivative transaction. The existence of credit and market risk associated with our derivative instruments could adversely affect our net interest income and, therefore, could have an adverse effect on our business, financial condition and results of operations.

At December 31, 2024,2025, the fair value of our portfolio of available for sale investment securities was approximately $1.10$1.12 billion, which included a net unrealized loss of approximately $134.9$68.9 million, before taxes. The unrealized loss resulted from the decline in fair value of our available for sale investment securities portfolioportfolio, startingwhich primarily reflected increases in market interest rates during 2022 and early 2023. While the yearCompany endedrecorded net unrealized gains in subsequent periods following decreases in market interest rates from prior levels, the available for sale securities portfolio remained in a net unrealized loss position at December 31, 2022, and continuing through the year ended December 31, 2024, which decline was primarily due to the steepening of the short end of the yield curve as a result of the rapid increase in interest rates intended to reduce inflation.2025. The unrealized loss negatively impacted total stockholders’ equity. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or with respect to the underlying securities, and changes in market interest rates and continued instability in the capital markets. Any of these factors, among others, could cause an increase in the amount of the allowance for credit losses as it pertains to available for sale or held-to-maturity debt securities, which could have an adverse effect on our business, results of operations, financial condition and future prospects. The process for determining if a security has a credit loss often requires complex, subjective judgments about whether there has been a significant deterioration in the financial condition of the issuer, whether management has the intent or ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value, the future financial performance and liquidity of the issuer and any collateral underlying the security, and other relevant factors.

We and certain of our directors, officers and subsidiaries are named from time to time as defendants in litigation and are the subject of investigations and other proceedings relating to our business and activities, including, during 2024 and continuing into 2025, proceedings relating to the questioned banker activity discussed in detail in Part II, Item 8, Note 1819 — Commitments and Contingencies under Loss Contingencies. Past, present and future litigation has included or could include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. We are also involved from time to time in other reviews, investigations and proceedings (both formal and informal) by governmental, law enforcement and self-regulatory agencies regarding our business. These matters could result in adverse judgments, settlements, fines, penalties, injunctions, amendments and/or restatements of our SEC filings and/or financial statements, determinations of material weaknesses in our disclosure controls and procedures or other relief. Substantial legal liability or significant regulatory action against us, as well as matters in which we are involved that are ultimately determined in our favor, could materially adversely affect our business, financial condition or results of operations, cause significant reputational harm to our business, divert management attention from the operation of our business and/or result in additional litigation.

Increased regulatory capital requirements (and the associated compliance costs), whether due to the adoption of new laws and regulations, changes in existing laws and regulations, or more expansive or aggressive interpretations of existing laws and regulations, may require us to raise additional capital, or impact our ability to repurchase shares of capital stock, pay dividends or pay compensation to our executives, which could have a material and adverse effect on our business, financial condition, results of operations and the value of our common stock. If Origin Bank does not meet minimum capital requirements, it will be subject to prompt corrective action by the Federal Reserve. Prompt corrective action can include progressively more restrictive constraints on operations, management and capital distributions. Federal Reserve regulations do not permit dividends unless our consolidated capital levels exceed certain higher levels applying capital conservation buffers. Failure to exceed the capital conservation buffer will result in certain limitations on dividends, capital repurchases, and discretionary bonus payments to executive officers. In addition, the Federal Reserve has issued supervisory guidance advising bank holding companies to eliminate, defer or reduce dividends paid on common stock and share repurchases under certain circumstances including where the company’s prospective rate of earnings retention is not consistent with the company’s capital needs and overall current and prospective financial condition or the company will not meet, or is in danger of not meeting, minimum regulatory capital adequacy ratios. Recent supplements to this guidance reiterate the need for bank holding companies to consult with the Federal Reserve sufficiently in advance of the proposed payment of a dividend in certain circumstances. Even if we meet minimum capital requirements, it is possible that our regulators may ask us to raise additional capital.

The deposits of Origin Bank are insured by the FDIC up to legal limits and, accordingly, subject it to the payment of FDIC deposit insurance assessments. The Bank’s regular assessments are determined by the level of its assessment base and its risk classification, which is based on its regulatory capital levels and the level of supervisory concern that it poses. Moreover, the FDIC has the unilateral power to change deposit insurance assessment rates and the manner in which deposit insurance is calculated and also to charge special assessments to FDIC-insured institutions. The FDIC utilized these powers during the financial2008 crisisGlobal Financial Crisis for the purpose of restoring the reserve ratios of the Deposit Insurance Fund.Fund Beginningand again in theresponse first quarterly assessment period of 2023,to the FDIC2023 deposithigh-profile insurancebank premiums were increased by two basis points.failures. Any future special assessments, increases in assessment rates or premiums, or required prepayments in FDIC insurance premiums could reduce our profitability or limit our ability to pursue certain business opportunities, which could materially and adversely affect our business, financial condition, and results of operations.

We are a financial holding company headquartered in Ruston, Louisiana. Our wholly-owned bank subsidiary, Origin Bank, was founded in 1912 in Choudrant, Louisiana. 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 has overmore 60than 56 locations from Dallas/Fort Worth, East Texas, Houston, across North Louisiana, Mississippi, South Alabama and into the Florida Panhandle. In addition, we provide a broad range of insurance agency products and services through our wholly owned insurance agency subsidiary, Forth Insurance, LLC. As a financial holding company operating through one segment, we generate the majority of our revenue from interest earned on loans and investments, service charges and fees on deposit accounts.

We incur interest expense on deposits and other borrowed funds and noninterest expense, such as salaries and employee benefits and occupancy expenses. We analyze our ability to maximize income generated from interest earning assets and expense of our liabilities through our net interest margin. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets. Net interest income is the difference between interest income on interest-earning assets, such as loans, securities and interest-bearinginterest-earning cash, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

The year ended December 31, 2024,2025, was impacted by certainthe questionedTricolor activityHoldings, involvingLLC aborrower former bankerfraud, which iswas explainedfirst disclosed in detailour Current Report on Form 8-K filed on September 10, 2025 and discussed in Partsubsequent II, Item 8, Note 18 — Commitments and Contingencies under Loss Contingencies.filings. These items negatively impacted our diluted EPS of $2.45$2.40 by $0.29$0.77 for the year ended December 31, 2024.2025.

Net interest income for the year ended December 31, 2024,2025, was $300.4$331.0 million, an increase of $809,000,$30.6 million, or 0.3%,10.2%, compared to the year ended December 31, 2023.2024. The increaseexpansion in net interest income was primarily drivendue byto a $50.5 million increase in interest income earned on LHFI and a $15.7$57.2 million decrease in interest expenseexpense, incurred on Federal Home Loan Bank (“FHLB”) advance & other borrowings,partially offset by a $58.4 million increase in interest expense paid on interest-bearing deposits and a $6.5$26.6 million decrease in total interest income earned on investment securities, during the year ended December 31, 2024,2025, compared to the year ended December 31, 2023.2024.

The Federal Reserve Board (“FRB”) sets various benchmark rates, including the federal funds rate, and thereby influences the general market rates of interest, including the loan and deposit rates offered by financial institutions. OnDuring September 18, 2024,2025, the FRBFederal Reserve reduced the federal funds target rate range three times, by 50a total of 75 basis points, to a range of 4.75%3.50% to 5.00%,3.75%, markingbringing the firsttotal ratenumber reductionof since early 2020. Priorreductions to thissix movement, the fed funds rate was atfor a 23-yearcumulative high, reflecting a total federal funds target rate range increasedecrease of 525 basis points since the FRB started raising rates in early 2022 through the last federal funds target rate range increase in mid-2023. During the second half of 2024, the federal funds target range has decreased 100175 basis points from its recent cycle high with the current federal funds target range set to 4.25% to 4.50% on December 18, 2024. While the FRB has eased rates, the impact of higher interest rates for a sustained period of time continues to be reflected in our fully tax equivalent net interest margin (“NIM-FTE”) as well as in other financial metrics.mid-2023.

The following table presents average consolidated balance sheet information, interest income, interest expense and the corresponding average yields earned, and rates paid for the year ended December 31, 2024, 20232025 and 2022.2024.

Noninterest income for the year ended December 31, 2024,2025, decreasedincreased by $3.0$4.5 million, or 5.1%,8.0%, to $55.4$59.8 million, compared to $58.3$55.4 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily due to a decreaseincreases of $4.9$3.1 million, $2.3 million and $1.8 million in theswap fee income, other income, and change in fair value of equity investmentsinvestments, andrespectively. aThese $3.2increases million increase in loss on sales of securities, net,were partially offset by increasesdecreases of $3.2$2.9 million and $1.7 million in mortgage banking revenue and insuranceequity commissionmethod andinvestment fee(loss) income, respectively.

Mortgage banking revenue. The $3.2$2.9 million increasedecrease in mortgage banking revenue compared to the year ended December 31, 2023,2024, was primarily driven by a $1.8 million increase in gain on sale of loans held for sale primarily due to higher profit margins and increased sales volume, and a net $1.3 million increasedecreases in most mortgage banking revenueincome caused by $1.8 million MSR asset impairment recordedcategories during the year ended December 31, 2023,2025, whichprimarily due to the restructuring of our mortgage banking operations that was offsetdone byas a $410,000 gain on salepart of theOptimize MSR asset during the year ended December 31, 2024.Origin.

Noninterest expense for the year ended December 31, 2024,2025, increaseddecreased by $15.8$2.1 million, or 6.7%,0.9%, to $251.0$248.9 million, compared to $235.2$251.0 million for the year ended December 31, 2023,2024, primarily due to a $4.2 million decrease in other expense and $1.4 million decreases in both regulatory assessments and intangible asset amortization. These decreases were partially offset by increases of $10.0$2.1 million, $4.4 million $1.9 millionmillion, and $1.1$1.3 million in salaries and employee benefits, other noninterest, data processing and occupancy and equipment, netnet, and office and operations expenses, respectively. These increases were partially offset by decreases of $1.9 million and $1.6 million in loan-related expenses and intangible asset amortization, respectively.

Other noninterest expense. The $4.4$4.2 million increasedecrease in other noninterest expense was primarily due to a $4.3 million incontingent contingencyliability expenserecognized during the year ended December 31, 2024, related to certain questioned activity involving a former banker in our East Texas market, as explained in detail in Part II,I, Item 8,1, Note 1819 — Commitments and Contingencies under Loss Contingencies.

Intangible asset amortization. The $1.6$1.4 million decrease in intangible asset amortization is primarily due to the accelerated amortization method used to measure the amortization expense of the assets, as well as certain intangible assets that were fully amortized during the year ended December 31, 2023.assets.

For the year ended December 31, 2024,2025, we recognized income tax expense of $20.8$20.4 million, compared to $22.1$20.8 million for the year ended December 31, 2023.2024. Our effective tax rate was 21.4% for both the yearyears ended December 31, 2024,2025 comparedand to 20.9% for the year ended December 31, 2023.2024.

Total liabilities decreased by $126.2$55.4 million, or 1.5%,0.6%, to $8.48 billion at December 31, 2025, from $8.53 billion at December 31, 2024,2024. fromSubordinated $8.66 billion at December 31, 2023. Federal Home Loan Bank advances, repurchase obligations and other borrowingsindebtedness decreased $71.1$143.4 million, or 85.1%,89.7%, to $12.5$16.5 million at December 31, 2024,2025, from $83.6 million at December 31, 2023. Subordinated debentures decreased $34.3 million, or 17.7%, to $159.9 million at December 31, 2024, fromas $194.3we millionredeemed eligible subordinated indebtedness as part of Optimize Origin. Total deposits increased by $84.1 million, or 1.0%, to $8.31 billion at December 31, 2023.2025, Total deposits decreased by $28.0 million, or 0.3%, tofrom $8.22 billion at December 31, 2024, from $8.25 billion at December 31, 2023, primarily due to a decreaseincreases of $364.8$351.0 million and $79.2 million in brokeredmoney market and noninterest-bearing deposits, whichrespectively. wasThese increases were partially offset by increasesdecreases of $184.6$142.8 million, $111.5 million and $157.9$80.2 million andin interest-bearing demand deposits, time deposits (excluding brokered time deposits) and money marketbrokered deposits, respectively.

Our loan portfolio is our largest category of interest-earning assets, and interest income earned on our loan portfolio is our primary source of income. At December 31, 2024,2025, 75.2%73.7% of the loan portfolio held for investment was comprised of commercial and industrial loans, including mortgage warehouse lines of credit, commercial real estate and construction/land/land development loans, which were primarily originated within our legacyexisting market areas of Texas, North Louisiana, and Mississippi,areas, compared to 77.1%75.2% at December 31, 2023.2024.

______________________ (1)Includes owner-occupied CREcommercial real estate of $975.9$1.00 millionbillion and $953.8$975.9 million at December 31, 20242025 and December 31, 2023,2024, respectively.

At December 31, 2024,2025, total LHFI were $7.57$7.67 billion, aan decreaseincrease of $87.2$97.2 million, or 1.1%,1.3%, compared to $7.66$7.57 billion at December 31, 2023.2024. The decreaseincrease was primarily driven by growth of $179.7 million, $140.2 million and $46.5 million in mortgage warehouse lines of credit, residential real estate loans and commercial real estate loans, respectively. This growth was offset by a decline of $206.2$252.8 million in construction/land/land development loans,loans. whichThe decrease in construction/land/land development loans was partiallyprimarily offsetdue byto anthe increasenormal reclassification of $122.7these millionloans upon completion, resulting in residentiala realchange estatein loans.loan category during the current period compared to December 31, 2024. Total LHFI at December 31, 2024,2025, excluding mortgage warehouse lines of credit, were $7.22$7.14 billion, reflecting a decrease of $106.3$82.5 million, or 1.5%,1.1%, compared to December 31, 2023.2024.

A significant portion, 32.7%,32.9%, of our LHFI portfolio at December 31, 2024,2025, consisted of CREcommercial real estate loans secured by real estate properties. Such loans can involve high principal loan amounts, and the repayment of these loans is dependent, in large part, on a borrower’s ongoing business operations or on income generated from the properties that are leased to third parties.

The table below sets forth the CREcommercial real estate loan portfolio, by portfolio industry sector and collateral location as of December 31, 2024.2025.

As explained in detail in Part II, Item 8,I, Note 1819 — Commitments and Contingencies under Loss Contingencies, and as discussed in previous filings, our creditclassified metricsand nonperforming LHFI were negatively impacted bybeginning in the second quarter of 2024 as a result of certain questioned activity involving a former banker in our East Texas market. OurWe investigation of this activity remains ongoing and is not final. The Company continuescontinue to work withtoward a third-party forensic accounting team to confirm the Bank’s identification and reconciliation of the activity, and also to assistresolution in evaluating any additional impact from the questioned activity. At this time, we believe that any ultimate loss arising from the situation will not be material to our financial position.matter.

Nonperforming LHFI increased $44.9$6.2 million at December 31, 2024,2025, compared to December 31, 2023,2024, and nonperforming LHFI to LHFI increased to 0.99%1.06% compared to 0.39%.0.99%. The $44.9 million increase in non-performing loans was primarily driven by one loan relationship totaling $29.0 million impacted by the questioned loan activity mentioned above. Also contributing to the increase in nonperforming LHFIloans atprimarily Decemberresulted 31,from 2024, compared to December 31, 2023, were three residential real estateseven loan relationships totaling $9.7$20.9 million.million placed on non-performing status during the year ended December 31, 2025, partially offset by reductions totaling $11.0 million through pay-off, pay-down or charge-off activities during the intervening period. Please see Note 45 — Loans to our consolidated financial statements contained in Part II, Item 8 of this report for more information on nonperforming loans.

Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An ALCL is determined using the same methodology as other individually evaluated loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized or accreted into interest income over the life of the loan. Subsequent changes to the ALCL are recorded through the provision for credit losses.

•for residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral; and

Unless the context indicates otherwise, references in this report to “we,” “us,” “our,” “our company,” “the Company” or “Origin” refer to Origin Bancorp, Inc., a Louisiana corporation, and its consolidated subsidiaries. All references to “Origin Bank” or “the Bank” refer to Origin BankBank, our wholly-owned bank subsidiary.

We are a financial holding company headquartered in Ruston, Louisiana. Origin’s wholly owned bank subsidiary, Origin Bank, was founded in 1912 in Choudrant, Louisiana. Deeply rooted in Origin’s 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 it serves. Origin provides a broad range of financial services and currently operates more than 57 locations in Dallas/Fort Worth, East Texas, Houston, North Louisiana, Mississippi, South Alabama and the Florida Panhandle. In addition, Origin provides a broad range of insurance agency products and services through its wholly owned insurance agency subsidiary, Forth Insurance, LLC. As a financial holding company operating through one segment, we generate the majority of our revenue from interest earned on loans and investments, service charges and fees on deposit accounts.

•As announced in our Fourth Quarter and Full Year 2025 Earnings Release, we updated our near term ROAA run rate target tois 1.15% or higher by 4Q26, as we continue towards our ultimate target of a top quartile ROAA.ROAA target.

2026 FirstSecond Quarter Key Metrics

•Net interest income was $87.2$33.8 million for the three months ended MarchJune 31,30, 2026, reflecting an increase of $8.8$19.2 million, or 11.2%,131.1%, compared to the three months ended MarchJune 31,30, 2025.

•Our fully tax equivalent net interest margin (“NIM-FTE”) increased 2731 basis points for the quarter ended MarchJune 31,30, 2026, compared to the quarter ended MarchJune 31,30, 2025. This expansion was driven primarily by a 63-basis58-basis point reduction in rates paid on interest-bearing liabilities, offset by a 23-basis13-basis point decline in our yield earned on interest-earning assets.

•Total loans held for investment (“LHFI”) were $7.86$8.07 billion at MarchJune 31,30, 2026, reflecting an increase of $193.3$402.7 million, or 2.5%,5.2%, compared to December 31, 2025. LHFI, excluding mortgage warehouse lines of credit, were $7.34$7.48 billion at MarchJune 31,30, 2026, reflecting an increase of $199.8$341.7 million, or 2.8%,4.8%, compared to December 31, 2025.

•Total deposits were $8.76$8.70 billion at MarchJune 31,30, 2026, reflecting an increase of $449.0$396.0 million, or 5.4%,4.8%, compared to December 31, 2025. Interest-bearingNoninterest-bearing deposits were $5.90$2.26 billion, reflecting an increase of $398.0$280.1 million, or 7.2%,14.1%, compared to December 31, 2025.

•During the quarter ended MarchJune 31,30, 2026, we repurchased 165,500217,034 shares of our common stock at an average price of $41.27$46.60 per share, including broker commissions and applicable excise taxes. Also, in July 2026, our board of directors approved a $100 million increase in repurchase authority under our stock repurchase program, which expires in July 2028.

Comparison of Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

Our net income increased $5.3$19.2 million, or 23.6%,131.1%, to $27.7$33.8 million for the three months ended MarchJune 31,30, 2026, from $22.4$14.6 million for the three months ended MarchJune 31,30, 2025. Diluted EPS increased $0.18$0.62 to $0.89$1.09 per share for the three months ended MarchJune 31,30, 2026, compared to $0.71$0.47 per share for the three months ended MarchJune 31,30, 2025. The increase was primarily due to anincreases $8.8of $14.0 million increaseand $10.1 million in noninterest income and net interest income, partiallyrespectively. offsetAlso bycontributing increasesto ofthe $1.7increase was a $2.8 million and $1.5 milliondecrease in noninterest expense and provision expense for credit losses,losses. respectively,These increases were partially offset by an increase of $2.4 million in noninterest expense for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025.

Net interest income for the three months ended MarchJune 31,30, 2026, was $87.2$92.2 million, an increase of $8.8$10.1 million, or 11.2%,12.3%, compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to a $10.0$9.0 million decrease in interest expense,expense partiallyand offsetan byincrease aof $1.2$1.1 million decrease in total interest income during the three months ended MarchJune 31,30, 2026, compared to three months ended MarchJune 31,30, 2025.

InterestThe $9.0 million decrease in interest expense was mainly due to decreases of $8.2 million and $894,000 in interest expense on total interest-bearing deposits decreasedand bysubordinated $8.1indebtedness, million,respectively. primarilyOf duethe to a $9.3$8.2 million decline in interest-bearing deposits, $9.0 million was attributable to lower interest rates, partially offset by a $1.2 million$898,000 increase resulting from higher average balances, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The average$9.0 ratemillion ondecrease interest-bearing deposits declined 57 basis pointsdue to 2.66% for the three months ended March 31, 2026, from 3.23% for the three months ended March 31, 2025. The decline in the average rates reflected lower rates acrosswas allprimarily categoriesdue to decreases of $5.2 million, $2.6 million and $872,000 on money market, interest-bearing deposits.demand and time deposits, respectively. The benefit of these lower rates was partially offset by a $1.2 million$898,000 increase in interest expense attributable to higher average balances, as average interest-bearing deposit balances increased $158.5$105.0 million to $6.67$6.38 billion for the three months ended MarchJune 31,30, 2026, from $6.51$6.28 billion for the three months ended MarchJune 31,30, 2025. This increase was primarily driven by a $349.7$224.1 million increase in average money market deposit balances, which increased interest expense by $3.0$1.9 million, partially offset by a $160.2$102.9 million decrease in average time deposit balances, which reduced interest expense by $1.6 million.$997,000. In addition, interest expense on subordinated debentures decreased $2.0 million$894,000 for the three months ended MarchJune 31,30, 2026, primarily due to the redemption of $145.1$74.0 million in principal amount of subordinated debentures during the yearquarter ended December 31, 2025, which reduced the average balance of subordinated debenture to $16.6 million for the three months ended MarchJune 31,30, 2026, from $124.1$89.6 million for the three months ended MarchJune 31,30, 2025.

The Federal Reserve Board sets various benchmark rates, including the federal funds rate, and thereby influences the general market rates of interest, including the loan and deposit rates offered by financial institutions. On September 17, 2025, October 29, 2025, and December 10, 2025, theThe Federal Reserve Board reduced the federal funds target rate range bythree 25times, for a total of 75 basis pointspoints, each,during the second half of 2025, to a range of 3.50% to 3.75%, and has maintained the federal funds target raterange unchanged since December 10, 2025.

The NIM-FTE was 3.71%3.92% for the three months ended MarchJune 31,30, 2026, a 27-basis31-basis point increase from 3.44%3.61% for the three months ended MarchJune 31,30, 2025. The improvement was mainly driven by an expanding interest rate spread, as the 63-basis-point58-basis-point decline in the average cost of total interest-bearing liabilities exceeded the 23-basis-point13-basis-point decline in the yield earned on interest-earning assets for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The average rate on total interest-bearing liabilities for the three months ended MarchJune 31,30, 2026, was 2.67%, compared to 3.30%3.25% for the three months ended MarchJune 31,30, 2025. The average yield earned on total interest-earning assets for the three months ended MarchJune 31,30, 2026, was 5.56%,5.74%, compared to 5.79%5.87% for the three months ended MarchJune 31,30, 2025.

The following table presents average balance sheet information, interest income, interest expense and the corresponding average yields earned, and rates paid for the three months ended MarchJune 31,30, 2026 and 2025.

Noninterest income for the three months ended MarchJune 31,30, 2026, increased by $1.2$14.0 million, or 7.6%,million to $16.8$15.4 million, compared to $15.6$1.4 million for the three months ended MarchJune 31,30, 2025,2025. The increase was primarily duedriven toby ana $14.4 million increase in gain (loss) on sales of $1.7securities, net, and a $1.3 million in changesreduction in insuranceequity commissionmethod investment losses. These favorable variances were partially offset by decreases of $1.4 million and $521,000 in swap fee income.income and mortgage banking revenue, respectively.

Noninterest expense for the three months ended MarchJune 31,30, 2026, increased by $1.7$2.4 million, or 2.8%,3.9%, to $63.8$64.4 million, compared to $62.1$62.0 million for the three months ended MarchJune 31,30, 2025, primarily due to increases of $1.4$2.1 million, $1.1 million$524,000, and $666,000$492,000 in professional services, data processing and salaries and employee benefits, professional services, and advertising and marketing, respectively. These increases were offset by a decreasedecreases of $1.6$525,000 millionand $424,000 in occupancyother expense and equipment,electronic net.banking, respectively.

Salaries and employee benefits. The $666,000$2.1 million increase in salaries and employee benefits was primaryprimarily due to a $1.8$1.5 million increase in incentive compensation expense, including stocka based$1.0 incentivemillion compensation.increase in bonuses driven by improved performance. Also contributing to the increase was ana net increase in salaries of $900,000 primarily due anto annual merit increases and a net increase inof full13 timefull-time equivalent (“FTE”) employees. Our FTE employees increased to 1,000 at March 31, 2026, from 991 at March 31, 2025. These increases were partially offset by a $1.9 million decrease in medical insurance expense.

OccupancyAdvertising and equipment, net.marketing. The $1.6$492,000 million decreaseincrease in occupancyadvertising and equipment,marketing net expenseexpenses was primarily due to atargeted $1.5marketing million increase in expensecampaigns during the three months ended MarchJune 31,30, 2025,2026, duecompared to the accounting for our strategic profitability initiative which included the consolidation of eight banking centers, six of which closed during the three months ended MarchJune 31,30, 2025.

Comparison of FinancialResults Conditionof atOperations Marchfor 31,the 2026,Six Months Ended June 30, 2026 and December 31, 2025