Origin Bancorp
Annual Report 2021

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Plain-text annual report

22 221 ANNUAL REPORT 2022 PROXY STATEMENT THETHE ORIGIN VISION ORIGIN VISION TO COMBINE THE POWER OF TRUSTED ADVISORS WITH INNOVATIVE TECHNOLOGY TO BUILD UNWAVERING LOYALTY BY CONNECTING PEOPLE TO THEIR DREAMS. BEST BANKS TO WORK FOR 9 CONSECUTIVE YEARS 2021 - 3rd IN THE NATION | AMERICAN BANKER & BEST COMPANIES GROUP OVER 250 ORGANIZATIONS SERVED IN OUR COMMUNITIES SINCE 2021 44 BANKING CENTERS SERVING 22 COMMUNITIES DOLLARS IN MILLIONS ENTRY: DFW 2008 | HOUSTON 2013 LOCATIONS: 19 LOANS: $2,695 DEPOSITS: $3,132 ENTRY: 1912 LOCATIONS: 19 LOANS: $1,341 DEPOSITS: $2,850 ENTRY: 2010 LOCATIONS: 6 LOANS: $568 DEPOSITS: $588 LETTER FROM THE CHAIRMAN As I reflect on what we have accomplished as a company in 2021, I am reminded what a great time it is to be an Origin stakeholder. Origin has always believed that relationships are at the center of our business and that our culture defines our success. The power of that philosophy was evident this past year as we had one of the most successful years as a company in our 110 years of doing business. Origin is delivering on these key strategies and we are in a position of strength as we enter 2022. We ended 2021 with $7.9 billion in total assets, $5.2 billion in loans, and $6.6 billion in deposits. We also had record net income of $108.5 million, or $4.60 diluted earnings per share. Our pre-tax, pre-provision income was $121.7 million for 2021, up 16.7% year over year. Through the intentional execution of our strategic plan, we have delivered exactly as we said we would when we became a public company in early 2018. We talked about seven key strategies for our company. Specifically, that we would: • Have a strong deposit franchise and dynamic organic growth • Scale and leverage our investments and infrastructure • Drive low-cost funding in North Louisiana to build earning assets in the strong growth markets of Houston, Dallas and Fort Worth • Maintain a low expense environment in North Louisiana to drive operational efficiency • Continue to execute on our lift-out strategy • Drive up profitability in Texas through scaling earning assets • Implement an opportunistic M&A strategy ORGANIC GROWTH Our successful growth has always been about relationships. Origin’s philosophy is that our success comes from having the right people. We have high-quality bankers who attract high-quality relationships throughout our markets. This is evident as you look at our dynamic, organic loan growth over the past five years. Excluding loans generated by the Paycheck Protection Program (PPP) and Mortgage Warehouse, our teams have delivered more than 50% organic loan growth with a compound annual growth rate of more than 10% for that same five-year period. For 2021 specifically, loan growth excluding PPP and Mortgage Warehouse increased more than $400 million, or approximately 10%. Our deposit growth has been equally as impressive. Core deposits remain at the center of how we define and value loyal client relationships, and we continue to emphasize this philosophy with our bankers. In 2021, our teams responded by growing average core deposits by $1.37 billion, or 30%. Of that growth, noninterest-bearing deposits grew more than $556 million, or 35%. This consistent growth is a reflection of the deep commitment that we have to our relationship-based business model. TEXAS GROWTH STORY The main driver of our successful growth has been the expansion of our Texas franchise. At year-end, 59% of our loans held for investment, excluding PPP and Mortgage Warehouse, and 48% of our deposits were attributed to our Texas footprint. With 19 locations throughout Dallas, Fort Worth and Houston, Origin is in a very strong position to leverage our existing infrastructure in the fourth and fifth largest MSA’s in the country. As I look back over the past five years in Texas, we have a compound annual loan growth rate of more than 21% and a compound annual deposit growth rate of more than 27%. Our teams in these markets are committed to our culture and are consistently delivering results. I am extremely optimistic about our future in Texas. CULTURE – THE COMPETITIVE ADVANTAGE As I have often said before, our commitment to culture and the way we consistently reinforce it gives us a competitive advantage. In 2021, we were recognized by American Banker magazine as the third “Best Bank to Work For” in America. This is the ninth year in a row we have been recognized by this publication and reflects the way our culture has quantitative value. It is through this award- winning culture that we are able to attract lift-out teams and bankers who desire to be a part of a relationship-based, customer-centric organization. This strategy has worked well for our company, and in 2021, we were able to attract new bankers throughout our markets who share our vision for banking and create additional opportunities to drive strong organic growth. FOCUS ON TECHNOLOGY FOCUS ON TECHNOLOGY Our commitment to technology is a key part of our company’s vision. We have long believed that combining technology with our trusted advisor concept of banking is what helps make us successful. Our investments in technology will allow us to automate processes that improve operational efficiencies, gather more meaningful and actionable data, increase customer satisfaction and drive long-term value. In 2021, we redesigned our website to enhance our customers’ online experience and provide a more personalized customer journey through responsive technology. We have also advanced productivity through robotic process automation. At year end, our team was able to convert the equivalent of approximately 4,000 labor hours to robotic processes. This type of forward thinking remains a priority for us as we continue to find innovative ways to be more efficient and productive. EXPANDING REVENUE STREAMS Origin made significant advances in the expansion of our insurance business in 2021. We finalized the acquisition of the remaining 62% of The Lincoln Agency, which gives us full ownership of that company, and also closed on the acquisition of Pulley-White Insurance Agency. Combined with our other agencies, we expect to increase current insurance revenue by approximately 20%, while reducing operating expenses moving forward. These strategic partnerships have been and will continue to be key components in growing noninterest income. INVESTING IN OUR PEOPLE At Origin, we know that continually investing in the development of our people is one of the reasons our company is so dynamic. Our mission statement is “to passionately pursue ways to make banking and insurance more rewarding for our employees, customers, communities and shareholders.” This mission involves all four of our stakeholders, but employees are purposefully listed first. Everything we do begins with our employees and is driven by their commitment to the Origin culture and to creating experiences that are lasting and valuable for our stakeholders. In 2021, we celebrated the graduation of our first class of the Origin Leadership Academy. This program is a two- year experience designed to enhance the knowledge, skills and abilities of our future leaders. We also continued the Emerging Leaders Council, which was created to identify, develop and retain employees who are making a major impact across our company. We also launched a formalized internship program to provide young people an opportunity to learn this business and understand the significance that banking and insurance have in our communities. Through our Dream Manager Program, Project Enrich, and many other career development initiatives, we are focused on investing in the future of this company and remembering what makes Origin a special place—our people. CONCLUSION I look back on 2021 as a year where we strengthened our company for long-term success. I am pleased with our credit metrics and the leadership of our credit team. The stability and resiliency of our portfolio continues to be driven by our focus on relationship banking. Our capital position has supported our organic growth while allowing us to continue to build valuable partnerships. We are in a strong posiston and we will take an opportunistic approach in deploying our capital in ways we believe will benefit our shareholders and drive long-term value. The focused execution of our strategic plan allowed us to deliver tremendous results in 2021. We produced impressive, organic loan growth and took advantage of dislocation in the market. We remained disciplined in managing our expense structure and made improvements to our already strong credit quality. While leveraging our unique culture, we attracted highly talented bankers to our team and significantly grew our Texas franchise. Origin’s success is a direct reflection of the incredible employees that make up this organization. It is their commitment to our culture, execution of our strategic plan and unwavering loyalty to the company that make this such a special place to work. We have so much to look forward to in the upcoming year, and I believe that our best days are still ahead. On behalf of our management team and board of directors, thank you for your investment and trust in Origin Bancorp, Inc. Origin has always believed that relationships are at the center of our business and that our culture defines our success. DRAKE MILLS Chairman of the Board, President & Chief Executive Officer Origin Bancorp, Inc. FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED DECEMBER 31, (dollar amounts in thousands except per share data) SUMMARY INCOME STATEMENT 2021 2020 Net Interest Income $ 216,252 $ 191,536 Provision for Credit Losses Noninterest Income Noninterest Expense Net Income SUMMARY BALANCE SHEET (10,765) 62,193 156,779 108,546 59,900 64,652 151,935 36,357 Total Loans Held for Investment $ 5,231,331 $ 5,724,773 Total Assets Total Deposits 7,861,285 7,628,268 6,570,693 5,751,315 Total Stockholders’ Equity 730,211 647,150 PER COMMON SHARE DATA Diluted Earnings Per Common Share $ 4.60 $ 1.55 Cash Dividends Declared Per Common Share Book Value Per Common Share RATIOS Return on Average Assets Return on Average Equity Tier 1 Capital Ratio Total Capital Ratio 0.49 30.75 1.45% 15.79% 11.36% 14.77% 0.3775 27.53 0.56% 5.82% 10.11% 13.79% PROXY STATEMENT AND NOTICE OF 2 22 ANNUAL MEETING OF STOCKHOLDERS [This page intentionally left blank] NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 500 South Service Road East, Ruston, Louisiana 71270 March 15, 2022 DEAR ORIGIN BANCORP, INC. STOCKHOLDERS, You are cordially invited to attend the Annual Meeting of Stockholders of Origin Bancorp, Inc., a Louisiana corporation (the “Company”) to be held virtually on April 27, 2022. The Annual Meeting will begin promptly at 12:00 p.m., Central Time. On or about March 15, 2022, we mailed a Notice of Internet Availability of Proxy Materials to all stockholders of record at the close of business on March 8, 2022, containing instructions on how to access our Proxy Statement and how to vote your shares, as well as instructions on how to request a paper copy of our proxy materials. You are urged to vote by proxy via the Internet, telephone or by mail pursuant to the instructions in the Proxy Statement. We have adopted rules promulgated by the Securities and Exchange Commission (“SEC”) that allow companies to furnish proxy materials to their stockholders over the Internet. The Proxy Statement contains information about the official business of the Annual Meeting. Whether or not you expect to attend, please vote your shares now. Of course, if you decide to virtually attend the Annual Meeting, you will have the opportunity to revoke your proxy and vote your shares electronically at the Annual Meeting. We appreciate your continued support of the Company. iii NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MEETING INFORMATION Notice of Annual Meeting of Stockholders VOTING ITEMS Date: April 27, 2022 Time: 12:00 p.m., Central Time Format: Virtual Record Date: Close of business on March 8, 2022 1. Elect 13 directors, to serve until the next annual meeting of stockholders and to serve until their successors are elected and qualified; 2. Approve, on a non-binding advisory basis, the compensation of our named executive officers (“NEOs”) for 2021 (the “Say-On-Pay Proposal”); 3. Ratify the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and 4. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. Due to the unprecedented public health impact of the coronavirus pandemic (“COVID-19”) and to mitigate risks to the health and safety of our communities, stockholders, employees and other stakeholders, we will hold our Annual Meeting of Stockholders in a virtual only format, which will be conducted via live webcast. Stockholders will have an equal opportunity to participate at the annual meeting online regardless of their geographic location. In order to attend the virtual meeting, you must register in advance at register.proxypush.com/obnk prior to the meeting. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the meeting on Wednesday, April 27, 2022, at 12:00 p.m., Central Time. You will have the ability to submit questions. Please be sure to follow the instructions found on your Proxy Card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email. Our Board of Directors (“Board”) has fixed the close of business on March 8, 2022, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting (the “Record Date”). A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder at our principal office during ordinary business hours beginning two business days after the Notice of Internet Availability of Proxy Materials is mailed through the completion of the Annual Meeting, including any adjournment or postponement thereof. The mailing address for our principal office is 500 South Service Road East, Ruston, Louisiana 71270. iv | 2022 Proxy Statement Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be held virtually on April 27, 2022. This proxy statement and our annual report to stockholders are available at www.obnkannualmeeting.com. By Order of the Board of Directors Drake Mills Chairman of the Board, President and Chief Executive Officer Ruston, Louisiana March 15, 2022 v 2022 Proxy Statement | TABLE OF CONTENTS iii NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 1 PROXY STATEMENT 2 ABOUT THE ANNUAL MEETING 10 PROPOSAL 1: ELECTION OF DIRECTORS 10 Director Nominees 11 Director Nominee Qualifications and Experience 17 Board Diversity 18 2021 Named Executive Officers 20 CORPORATE GOVERNANCE 20 Board Leadership Structure 21 Director Independence 22 Director Education and Self-Assessment 22 Board Meetings and Committees 31 Human Capital Management 33 Stockholder Nominees and Proposals for 2022 Annual Meeting 35 Certain Relationships and Related Transactions 37 Director Compensation 40 COMPENSATION DISCUSSION AND ANALYSIS 40 Overview 40 Business and Financial Highlights 43 Key Compensation Committee Actions in 2021 44 Executive Compensation Philosophy 44 Compensation Best Practice 45 Say-On-Pay and Stockholder Outreach 45 Role of Compensation Committee, Compensation Consultant and Chief Executive Officer 46 Competitive Benchmarking and Compensation Peer Group 47 Discussion of Executive Compensation Components 54 Other Compensation Policies and Information 54 Risk Assessment 55 Clawbacks for Any Restatement; Executive Compensation Recovery Policy 55 Trading Restrictions regarding Hedging or Pledging of Common Stock 56 Report of Compensation Committee 57 Executive Compensation Tables 58 Outstanding Equity Awards at Fiscal Year-End 59 Option Exercises and Stock Vested 59 2012 Stock Incentive Plan 60 Supplemental Executive Retirement Plan and Executive Supplemental Income Agreement 62 Life Insurance Plans 63 Employment Arrangements, Change in Control Agreements, and Potential Payments Upon Termination or Change In Control 71 Chief Executive Officer Pay Ratio 72 74 PROPOSAL 2: ADVISORY VOTE ON SAY-ON-PAY PROPOSAL PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 75 OTHER INFORMATION 75 Stock Ownership of Principal Stockholders, Directors and Management 76 DELINQUENT SECTION 16(A) REPORTS 77 ANNUAL REPORT ON FORM 10-K 78 HOUSEHOLDING OF PROXY MATERIALS vi | 2022 Proxy Statement PROXY STATEMENT YOUR VOTE IS IMPORTANT Whether or not you plan to attend the Annual Meeting, please read this proxy statement, the voting instructions in the Notice of Internet Availability of Proxy Materials and vote. You may vote by proxy over the Internet, via telephone or, if you requested a paper proxy card in the mail, by completing, signing, dating and mailing the completed proxy card to us. You may also vote electronically at the Annual Meeting. The instructions in the Notice of Internet Availability of Proxy Materials or your proxy card describe how to use these convenient services. You may revoke your proxy in the manner described in this proxy statement at any time before it is exercised. See “Voting Information and Questions You May Have — May I Change My Vote After I Have Submitted a Proxy?” for more information on how to vote your shares or revoke your proxy. PROXY STATEMENT FOR 2022 Annual Meeting of Stockholders to be held virtually on April 27, 2022 Unless the context otherwise requires, references in this proxy statement 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 Bank, our wholly-owned bank subsidiary. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $5.00 per share. This proxy statement is being furnished in connection with the solicitation of proxies by our Board for use at the Annual Meeting of the Stockholders to be held virtually on Wednesday, April 27, 2022, at 12:00 p.m., Central Time, and any adjournments or postponements thereof for the purposes set forth in this proxy statement and the related notice of the Annual Meeting. The mailing address of the Company’s principal executive office is 500 South Service Road East, Ruston, Louisiana 71270. Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be Held Virtually on April 27, 2022 Pursuant to rules promulgated by the SEC we have elected to provide access to our proxy materials, including this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2021, over the Internet. Accordingly, we are providing our stockholders with a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials. The Notice contains instructions on how to access our proxy materials and how to vote your shares, as well as instructions on how to request a paper or e-mail copy of our proxy materials. We believe this electronic distribution process expedites stockholders’ receipt of proxy materials and reduces the environmental impact and cost of printing and distributing our proxy materials. We mailed the Notice on or about March 15, 2022, to all stockholders of record entitled to vote at the Annual Meeting at the close of business on March 8, 2022. You should read our entire proxy statement carefully before voting. 1 2022 Proxy Statement | ABOUT THE ANNUAL MEETING ABOUT THE ANNUAL MEETING VOTING INFORMATION AND QUESTIONS YOU MAY HAVE The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. What is the Purpose of the Annual Meeting? Matters to be Considered and Vote Recommendation We are asking stockholders to vote on the following matters at the Annual Meeting: Matters for Stockholder Consideration Proposal 1: Election of Directors (page 13) To elect 13 directors to serve until the next annual meeting of stockholders and to serve until their successors are elected and qualified. Our Board believes that the 13 director nominees possess the necessary qualifications to provide effective oversight of the Company’s business and quality counsel to our management. Proposal 2: Advisory Vote on the Say-On-Pay Proposal (page 72) We are seeking a non-binding advisory vote from our stockholders to approve the compensation paid to our NEOs in 2021, as described in the Compensation Discussion and Analysis section and the executive compensation tables that follow, beginning on page 40 of this proxy statement. Our Board values our stockholders’ opinions and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. Proposal 3: Ratification of Independent Registered Public Accounting Firm (page 74) The Audit Committee and the Board believe that the continued retention of BKD, LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022, is in the best interests of the Company and its stockholders. As a matter of good corporate governance, our stockholders are being asked to ratify the selection of BKD, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Our Board’s Recommendation FOR each Director Nominee FOR FOR Stockholders will also transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. 2 | 2022 Proxy Statement ABOUT THE ANNUAL MEETING When and Where Will the Annual Meeting Be Held? The Annual Meeting is scheduled to take place virtually at 12:00 p.m., Central Time, on Wednesday, April 27, 2022. How Can I Attend the Annual Meeting? The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company (i.e., a stockholder of record) as of the close of business on the Record Date, March 8, 2022, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held. To register for the virtual meeting, please follow the instructions below: • Visit register.proxypush.com/obnk on your smartphone, tablet or computer. You will need the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox to access the website. Please ensure your browser is compatible. • As a stockholder, you will then be required to enter your control number which is located in the upper right hand corner of the proxy card or notice. After registering, you will receive a confirmation email. Approximately one hour prior to the start of the Annual Meeting an email will be sent to the email address you provided during registration with a unique link to the virtual Annual Meeting. You may vote or submit questions during the Annual Meeting by following the instructions available on the meeting website during the Annual Meeting. Additionally, you may call the number listed in your confirmation email for further assistance. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described below under, “How do I Vote?”. Who Are the Nominees for Directors? Please see Director Nominees section under Proposal 1: Election of Directors in this document for further information. Who is Entitled to Vote? Holders of record of our common stock as of the close of business on the Record Date, March 8, 2022, may vote at the Annual Meeting. As of the Record Date, we had 23,748,748 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of common stock held by such stockholder on the Record Date. We do not have cumulative voting rights for the election of directors. 3 2022 Proxy Statement | ABOUT THE ANNUAL MEETING What Constitutes a Quorum for the Annual Meeting? The holders of at least a majority of the outstanding shares of common stock entitled to vote on the Record Date must be represented at the Annual Meeting, virtually or by proxy, in order to constitute a quorum for the transaction of business. What is the Difference Between a Stockholder of Record and a “Street Name” Holder? If your shares are registered directly in your name with EQ Shareowner Services, the Company’s stock transfer agent, you are considered the stockholder of record with respect to those shares. The Notice and, if requested, any printed copies of the proxy materials, including any proxy cards or voting instructions, are being sent directly to you by EQ Shareowner Services at the Company’s request. If your shares are held in a brokerage account or by a bank, broker or other nominee, the nominee is considered the stockholder of record of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” The Notice and, if applicable, any printed copies of the proxy materials, including any proxy cards or voting instructions, are being forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee on how to vote your shares. How do I Vote? You may vote your shares of common stock either electronically at the Annual Meeting or by proxy. The process for voting your shares depends on how your shares are held, as described below. Shares Registered in Your Name In order to vote electronically at the Annual Meeting, stockholders of record must first register for the Annual Meeting as indicated above under “How Can I Attend the Annual Meeting?” and as shown in the instructions on how to register for the virtual Annual Meeting on your proxy card. Stockholders of record then can attend and participate in the Annual Meeting online, vote shares electronically and submit questions prior to and during the meeting on Wednesday, April 27, 2022, at 12:00 p.m., Central Time. If you are a stockholder of record and want to vote your shares by proxy, you have three ways to vote: • Via the Internet: You may vote your proxy over the Internet by visiting the website www.proxypush. com/obnk. Have the Notice or, if applicable, the proxy card that may have been provided to you in hand when you access the website and follow the instructions for Internet voting on that website. • Via Telephone: To vote over the telephone, dial toll-free 1-866-883-3382 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice. • Via Mail: If you request a paper copy of the proxy materials by mail, you may vote by indicating on the proxy card(s) applicable to your common stock how you want to vote and signing, dating and mailing your proxy card(s) in the enclosed pre-addressed postage-paid envelope as soon as possible to ensure that it will be received in advance of the Annual Meeting. 4 | 2022 Proxy Statement ABOUT THE ANNUAL MEETING ABOUT THE ANNUAL MEETING Please refer to the specific instructions set forth in your Notice or proxy card for additional information on how to vote. Voting your shares by proxy will enable your shares of common stock to be represented and voted at the Annual Meeting if you do not attend the Annual Meeting and vote your shares electronically using the online portal. You will also be able to vote electronically during the Annual Meeting. If voting via mail, the Company must receive your proxy via mail no later than April 26, 2022, to be counted at the Annual Meeting. If voting shares of common stock held in our 401(k), you must vote via Internet or telephone by no later than 11:59 p.m., Central Time, on April 24, 2022. If voting shares of common stock held in our Employee 401(k) via mail, the Company must receive your proxy via mail no later than April 24, 2022, to be counted at the Annual Meeting. Shares Registered in the Name of a Broker or Bank If your shares of common stock are held in “street name,” your ability to vote depends on your bank, broker or other nominee’s voting process. Your bank, broker or other nominee should provide you with voting instructions and materials to vote your shares. By following those voting instructions, you may direct your nominee on how to vote your shares. Without instructions from you, your bank, broker or other nominee will be permitted to exercise its own voting discretion with respect to the ratification of the appointment of BKD, LLP (Proposal 3), but will not be permitted to exercise voting discretion with respect to any of the other proposals being voted on at the Annual Meeting. To vote the shares that you hold in “street name” electronically at the Annual Meeting, since your bank, broker or other nominee is the stockholder of record, you must first obtain a legal proxy from your bank, broker, or other nominee (i) confirming that you were the beneficial owner of those shares as of the close of business on the Record Date, (ii) stating the number of shares of common stock of which you were the beneficial owner that were held for your benefit on the Record Date by that broker, bank or other nominee and (iii) appointing you as the stockholder of record’s proxy to vote the shares covered by that proxy at the Annual Meeting. The proxy must be submitted to EQSSProxyTabulation@equinit.com, via email, either in advance of the meeting or during the meeting. If you fail to email a nominee-issued proxy to EQSSProxyTabulation@equinit.com, you will not be able to vote your nominee-held shares electronically at the Annual Meeting. What is a Broker Non-Vote? A broker non-vote occurs when a bank, broker, or other nominee holding shares of common stock for a beneficial owner does not vote on a particular proposal because such nominee does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Your broker has discretionary authority to vote your shares with respect to the ratification of the appointment of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 3). In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to any other proposal. 5 2022 Proxy Statement | ABOUT THE ANNUAL MEETING May I Change My Vote After I Have Submitted a Proxy? Yes. Regardless of the method used to cast a vote, if you are a stockholder of record, you may change your vote or revoke your proxy by: • Casting a new vote over the Internet by visiting the website www.proxypush.com/obnk and following the instructions online or in your Notice or the proxy card that may have been provided to you before the Internet voting deadline; • Casting a new vote by telephone by calling 1-866-883-3382 using a touch-tone phone and following the recorded instructions before the telephone voting deadline; • Completing, signing and returning a new proxy card with a later date than your original proxy card, if applicable, no later than the deadline, and any earlier proxy will be revoked automatically; or • Attending the Annual Meeting online and voting electronically, which would revoke any earlier proxy. However, attending the Annual Meeting online will not automatically revoke your proxy unless you vote again electronically at the Annual Meeting using the online portal. You will also be able to vote electronically during the Annual Meeting. If voting via mail, the Company must receive your proxy via mail no later than April 26, 2022, to be counted at the Annual Meeting. If voting shares of common stock held in our Employee 401(k), you must vote via Internet or telephone by no later than 11:59 p.m., Central Time, on April 24, 2022. If voting shares of common stock held in our Employee 401(k) via mail, the Company must receive your proxy via mail no later than April 24, 2022, to be counted at the Annual Meeting. If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the stockholder of record of the shares of which you are the beneficial owner, you should contact the bank, broker, or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted. How Will My Shares Be Voted if I Return a Signed and Dated Proxy Card, but Do Not Specify How My Shares Will Be Voted? If you are a stockholder of record who returns a completed proxy card that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner: FOR the election of all of the nominees for director; FOR, on an advisory basis, the Say-On-Pay Proposal; FOR the ratification of the appointment of BKD, LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022; Proposal 1 Proposal 2 Proposal 3 6 | 2022 Proxy Statement ABOUT THE ANNUAL MEETING ABOUT THE ANNUAL MEETING If you are a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares on any of the proposals except to vote on the ratification of the appointment of BKD, LLP for the fiscal year ending December 31, 2022 (Proposal 3). What Are My Choices When Voting? With respect to all proposals you may vote “For” or “Against” or you may “Abstain” from voting. What Percentage of the Vote is Required to Approve Each Proposal? The affirmative vote of a majority of the votes cast by the holders of shares entitled to vote at the Annual Meeting is required for (i) the election of the director nominees (Proposal 1), (ii) the approval, on a non-binding basis, of our Say-On-Pay Proposal (Proposal 2), and (iii) the ratification of BKD, LLP’s appointment as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 3). A majority of the votes cast shall mean that the number of shares that voted “For” the election of a director or a proposal, as applicable, exceeds the number of shares voted “Against” that director or proposal, as applicable, and abstentions and broker non-votes shall not be counted as votes cast either “For” or “Against” the election of any director or any proposal. How Are Broker Non-Votes and Abstentions Treated? Broker non-votes and abstentions are counted for purposes of determining the presence or absence of a quorum. A broker non-vote or an abstention with respect to (i) the election of the director nominees (Proposal 1), (ii) the approval, on a non-binding basis, of our Say-On-Pay Proposal (Proposal 2), and (iii) the ratification of BKD, LLP’s appointment as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 3), will not be counted as a vote cast either “For” or “Against” such proposals. Are There Any Other Matters to Be Acted Upon at the Annual Meeting? Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the Notice, and management has no information that others will do so. The proxy also confers on the proxies the discretionary authority to vote with respect to any matter properly presented at the Annual Meeting. If other matters requiring a vote of our stockholders properly come before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters. Where Can I Find Voting Results? We will publish the voting results in a current report on Form 8-K, which will be filed with the SEC within four business days following the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results. 7 2022 Proxy Statement | ABOUT THE ANNUAL MEETING What Are the Solicitation Expenses and Who Pays the Cost of this Proxy Solicitation? Our Board is asking for your proxy, and we will pay all of the costs of soliciting proxies from our stockholders. In addition to the solicitation of proxies via mail, our officers, directors and employees may solicit proxies personally or through other means of communication, such as electronic mail, without being paid additional compensation for such services. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses incurred in forwarding the proxy materials to beneficial owners of the Company’s common stock. How Can I Communicate with the Board? Our Board welcomes suggestions and comments from stockholders and has adopted a formal process by which stockholders may communicate with our Board or any of its directors. Stockholders who wish to communicate with our Board may do so by sending written communications addressed to Origin Bancorp, Inc., 500 South Service Road East, Ruston, Louisiana 71270, Attn: Corporate Secretary, or via e-mail at corpsecretary@origin.bank. Stockholder communications will be sent directly to the specific director or directors of the Company indicated in the communication or to all members of our Board if not specified. All communications (other than commercial communications soliciting the sale of goods or services to, or employment with, the Company or directors of the Company) will be directed to the appropriate committee, the Chairman of the Board, the Lead Independent Director, or to any individual director specified in the communication, as applicable. In addition, all stockholders are encouraged to attend the Annual Meeting where senior management and representatives from our independent registered public accounting firm, as well as members of our Board, will be available to answer questions. Why did I Receive a One-Page Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of Printed Proxy Materials? In accordance with rules promulgated by the SEC, instead of mailing a printed copy of our proxy materials to all of our stockholders, we have elected to provide access to such materials to our stockholders over the Internet. Accordingly, on or about March 15, 2022, we mailed a Notice of Internet Availability of Proxy Materials to all stockholders of record on the Record Date entitled to vote at the Annual Meeting. Stockholders will have the ability to access our proxy materials on the website referred to in the Notice. The Notice also contains instructions on how to vote your shares, as well as instructions on how to request a paper or e-mail copy of our proxy materials. We encourage you to take advantage of the availability of the proxy materials over the Internet to help reduce the environmental impact and cost of printing and distributing our proxy materials. How Can I Get Electronic Access to the Proxy Materials? The Notice provides you with instructions regarding how to: • View our proxy materials for the Annual Meeting over the Internet; • Vote your shares after you have viewed our proxy materials (including any control/identification numbers that you need to access your form of proxy); 8 | 2022 Proxy Statement ABOUT THE ANNUAL MEETING ABOUT THE ANNUAL MEETING • Obtain directions to attend the virtual Annual Meeting and vote electronically online; • Request a printed copy or e-mail copy with links to the proxy materials, including the date by which the request should be made to facilitate timely delivery; and • Instruct us to send our future proxy materials to you by mail or electronically by e-mail. Will I Receive any Other Proxy Materials by Mail (Besides the Notice)? If you request paper copies of our proxy materials by following the instructions in the Notice, we will send you our proxy materials, including a proxy card, in the mail. What Should I Do if I Receive More Than One Set of Voting Materials? You may receive more than one set of voting materials, including multiple copies of the Notice or other proxy materials, including multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive separate voting instructions for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you may receive a proxy card for shares held in your name and voting instructions for shares held in “street name.” To ensure that all of your shares are voted, we encourage you to respond to each set of voting materials that you receive. 9 2022 Proxy Statement | PROPOSAL 1. ELECTION OF DIRECTORS PROPOSAL 1: ELECTION OF DIRECTORS Proposal Snapshot What am I voting on? Stockholders are being asked to elect 13 director nominees for a term as outlined below. This section includes information about the Board and each director nominee. Voting recommendation: FOR the election of each director nominee. We believe the combination of the various qualifications, skills and experiences of each of the director nominees will contribute to an effective and well-functioning Board. The director nominees possess the necessary qualifications to provide effective oversight of our business and quality advice and counsel to our management. Director Nominees Based on the recommendation of the Nominating and Corporate Governance Committee of the Board, our Board, which currently consists of 12 directors, has nominated each of the 12 incumbent directors, along with a new director nominee, Daniel Chu, to serve as directors for a one-year term. We seek directors with strong reputations and experience in areas relevant to the strategy, growth and operations of our businesses. Each of the nominees for director has experience that meets this objective. In their current and prior positions, each of the director nominees has gained experience in core management skills, such as strategic and financial planning, corporate governance, risk management, and leadership development. We also believe that each of the director nominees has other key attributes that are important to an effective Board, including: integrity and high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of background, experience, and thought; and the commitment to devote significant time and energy to service on our Board and its committees. None of the director nominees were selected pursuant to any arrangement or understanding with any person. There are no family relationships among directors or executive officers of the Company. Each of the director nominees currently serving on the Board was elected by our stockholders at a previous annual meeting of stockholders. Each director nominee has agreed to serve if elected, and we have no reason to believe that any of the director nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable or unwilling to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. 10 | 2022 Proxy Statement PROPOSAL 1. ELECTION OF DIRECTORS PROPOSAL 1. ELECTION OF DIRECTORS Director Nominee Qualifications and Experience The following table presents certain information with respect to the Board’s nominees for director. All of the directors are elected on an annual basis. Additionally, all director nominees of the Company are also directors of the Bank, the Company’s principal subsidiary (or, in the case of the new director nominee, will be a director of the Bank), for so long as they are directors of the Company. Mr. Chu was recommended to the Nominating and Corporate Governance Committee as a director nominee by the Company’s Chief Executive Officer (“CEO”), Drake Mills. Director Nominee Background Qualifications Daniel Chu Independent Founder, CEO & Chairman of Tricolor Holdings Age(1): 58 New Director Nominee James D’Agostino, Jr.* Independent Managing Director of Encore Interests LLC Chairman of the Board of Directors of Houston Trust Company Age(1): 75 Director Since 2013 Board Committees: • Audit Committee • Finance Committee (Chair) • Nominating and Corporate Governance • Risk Committee With over twenty-five years’ experience in the auto finance industry, Daniel Chu brings an unprecedented track record in financial services targeting the underserved Hispanic consumer. Previously, he has distinguished himself as a successful serial entrepreneur, having founded six companies over the past thirty years. Prior to his current role, Chu founded two other firms in the auto financial services industry which became publicly traded. He has served in the capacity of CEO with seven different companies. Chu graduated from St. Mark’s School of Texas and following graduation from college, Chu coached basketball at the intercollegiate level for seven years. Mr. D’Agostino, Jr. is the Lead Independent Director of the Company and Origin Bank. He has over 50 years of experience in numerous capacities in the banking and financial services industries. Mr. D’Agostino, Jr. founded Encore Bancshares, Inc. in 2000 and served as its Chairman of the Board and CEO from 2000 until the organization was sold in 2012. Currently, Mr. D’Agostino, Jr. is the Managing Director of Encore Interests LLC, which is focused on banking, investments and investment management. In 2013, Mr. D’Agostino, Jr. became Chairman of the Board of Houston Trust Company, a privately- owned trust company headquartered in Houston, Texas with approximately $7.2 billion of assets under management. Mr. D’Agostino, Jr. served on the Board of Directors of Basic Energy Services, Inc. between 2004 and 2016. • B.S. in Electrical Engineering from Washington University • M.S.in Athletic Administration from the University of Miami • Mr. Chu’s entrepreneurial and management experience make him a valuable asset to our Board • B.S. in Economics from Villanova University • J.D. from Seton Hall University School of Law, and has completed the Advanced Management Program at Harvard Business School • Mr. D’Agostino, Jr.’s extensive banking experience and his knowledge of the law and the financial services industry enables him to make valuable contributions to our Board 11 2022 Proxy Statement | PROPOSAL 1. ELECTION OF DIRECTORS Director Nominee Background Qualifications • B.S. from Louisiana Tech University • Mr. Davison, Jr.’s management experience in the energy and transportation industries and his work as a director of a publicly-traded enterprise enables him to make valuable contributions to our Board • B.S. from Alcorn State University • J.D. from Mississippi College School of Law • Ms. Edney’s litigation experience and immersion in the medical industry provides valuable knowledge and expertise to our Board James Davison, Jr. Director for Genesis Energy, L.P. (NYSE: GEL) Age(1): 55 Director Since 1999 Board Committees: • Finance Committee • Risk Committee (Chair) A. La’Verne Edney Independent Litigation Partner at Butler Snow, LLP Age(1): 55 Director Since 2021 Board Committees: • Nominating and Corporate Governance • Risk Committee Mr. Davison, Jr., has served as a director for Genesis Energy, L.P. (NYSE: GEL) since 2007, and currently serves on its Governance, Compensation and Business Development Committee. From 1996 until 2007, he served in executive leadership positions of several related entities acquired by, or oversaw substantial assets of which were acquired by, Genesis Energy, L.P. Ms. Edney has been a litigation partner at the law firm Butler Snow LLP since 2018, where she practices within the Pharmaceutical, Medical Device and Healthcare Litigation Group. Ms. Edney is a Fellow of the American College of Trial Lawyers, the International Academy of Trial Lawyers and the International Society of Barristers. She is also a Fellow of the American Board of Trial Advocates and currently serves as Vice-President and has served on the faculties of that organization’s Masters in Trial program, where she has taught in Iowa, South Carolina, Kentucky, and Reno, Nevada. She has also been on the faculty of trial academies for the American Bar Association and American Board of Trial Advocates. She was recognized by Chambers USA in 2020-2021 and has been named as one of the Best Lawyers in America in the area of Mass Torts/Class Actions in each year since 2016. She received the Capital Area Bar Association’s Professionalism Award in 2021 and the Mississippi Women Lawyers Association’s Lifetime Achievement Award in 2019, and was chosen as Lawyer of the Year and Distinguished Alumni Lawyer by Mississippi College School of Law in 2018. Ms. Edney serves on numerous boards and committees including the Board of Trustees of Mississippi College; the Mississippi Bar Foundation board; the Magnolia Speech School board; the Baptist Hospital Board of Regents; and the Greater Jackson Chamber board. Additionally, she served as the President of the Mississippi Bar Foundation from 2019-2020. 12 | 2022 Proxy Statement PROPOSAL 1. ELECTION OF DIRECTORS PROPOSAL 1. ELECTION OF DIRECTORS Director Nominee Background Qualifications Meryl Farr Independent President and Owner of KRM Managing Co-Owner and CEO of Neighbors, LLC Age(1): 33 Director Since 2021 Board Committees: • Audit Committee • Finance Committee Richard Gallot, Jr. Independent President of Grambling State University Director for Cleco Corporation Age(1): 55 Director Since 2019 Board Committee: • Compensation Committee Ms. Farr is the President and Owner of Kennedy Rice Mill, LLC (“KRM”) in Mer Rouge, Louisiana, and the Co-Owner and CEO of Neighbors, LLC in West Monroe, Louisiana. KRM is a state-of-the-art facility and is one of the few new rice mills built in the United States in the last quarter-century. Envisioning the need to bring sustainably grown and organic products into the retail rice market, Ms. Farr successfully engineered and implemented the packaging of organic and sustainably grown products for KRM’s KenChaux & 4Sisters brands. Neighbors, LLC (“Neighbors”) is a leading manufacturer/producer of specialized cookie dough for fundraising, private label, and co-manufacturing partners. Nominated by the City of West Monroe’s Mayor, Neighbors was recently presented with Louisiana Economic Development’s “Lantern Award”, recognizing manufacturers in Northeast Louisiana. Neighbors makes significant contributions to the Ouachita Parish economy through capital improvements, expansion, job creation, and community involvement, recently receiving the “Thomas H. Scott” Large Business of the Year Award. Ms. Farr serves on The Monroe Chamber of Commerce and, since 2019, has served on the USA Rice Board of Directors and the USA Rice Executive Committee. Ms. Farr has been an Advisory Board Member for Origin Bank since 2012. Mr. Gallot, Jr. has served as President of Grambling State University since 2016, where he has led the University in its initiative to increase enrollment and alumni engagement. He is also an attorney in Ruston, Louisiana, where he is licensed to practice law. Prior to his role as President of Grambling State University, Mr. Gallot, Jr. served a term as a member of the Louisiana State Senate between 2012 and 2016. Prior to serving in the Louisiana State Senate, he served three terms in the Louisiana House of Representatives between 2000 and 2012. Since 2016, Mr. Gallot, Jr. has also served on the Board of Directors of Cleco Corporation, an electric utility company headquartered in Pineville, Louisiana. • B.A. in International Affairs from the University of Georgia with a minor in Spanish • Ms. Farr’s innovative and entrepreneurial business approach, ownership, and leadership, as well as her community involvement, provides a valuable skill set to our Board • B.A. in History from Grambling State University • J.D. from Southern University Law School • Mr. Gallot, Jr.’s experience in professional and political leadership positions and his legal acumen enables him to be a valuable contributor to our Board 13 2022 Proxy Statement | PROPOSAL 1. ELECTION OF DIRECTORS Director Nominee Background Qualifications Stacey Goff Independent Executive Vice President & General Counsel for Lumen Technologies, Inc. (NYSE: LUMN) Age(1): 56 Director Since 2020 Board Committees: • Compensation Committee • Nominating and Corporate Governance Michael Jones Independent Certified Public Accountant Certified Fraud Examiner Age(1): 66 Director Since 1991 Board Committees: • Audit Committee • Compensation Committee • Nominating and Corporate Governance (Chair) Gary Luffey Independent Partner at the Green Clinic Age(1): 67 Director Since 2017 Board Committees: • Compensation Committee • Risk Committee 14 Mr. Goff currently serves as Executive Vice President & General Counsel for Lumen Technologies, Inc. (NYSE: LUMN) (“Lumen”) where he is responsible for Lumen’s legal, corporate strategy, business development, mergers and acquisitions, internal and external communications and public policy functions. He has played a key role in negotiating and closing numerous acquisitions and dispositions that Lumen has completed during the past 20 years. Mr. Goff also directs the negotiation of Lumen’s complex agreements and large dispute resolutions with third parties and leads Lumen’s legal affairs. • B.A. in Business from Mississippi State University • J.D., magna cum laude from University of Mississippi • Mr. Goff’s experience in public company corporate governance and compensation, in addition to his legal expertise, enables him to provide great value to our Board Mr. Jones is a sole practitioner licensed Certified Public Accountant with an office in Ruston, Louisiana and is a Certified Fraud Examiner. He is a member of the American Institute of Certified Public Accountants, the Society of Louisiana Certified Public Accountants and the Association of Certified Fraud Examiners. • B.S. from Louisiana Tech University • Certified Public Accountant (licensed in Louisiana) • Mr. Jones’ ties within the local community, business experience and accounting knowledge qualify him to serve on our Board Dr. Luffey has been an eye surgeon for over 35 years, is a partner at the Green Clinic and is a member of the Green Clinic’s Financial Committee. Dr. Luffey has been a member of the Ruston-Lincoln Industrial Development Committee and served in a leadership role with the Ruston-Lincoln Chamber of Commerce. Additionally, he is a member of the National Association of Corporate Directors. Over the past 40 years, Dr. Luffey has been involved in the ownership and management of nursing homes, hospitals and medical supply companies. He was also a consultant with Alcon Laboratories, a subsidiary of Novartis, from 1996 to 2016. • B.S in Biology from University of Louisiana Monroe • M.D. from Louisiana State University-Shreveport • Ophthalmology Residency with Louisiana State University-Shreveport • Fellow American Board Ophthalmology • Dr. Luffey’s extensive experience with the healthcare industry and his community ties in our Louisiana markets are valuable to our Company and our Board | 2022 Proxy Statement PROPOSAL 1. ELECTION OF DIRECTORS PROPOSAL 1. ELECTION OF DIRECTORS Director Nominee Background Qualifications Farrell Malone Independent Certified Public Accountant Audit Committee Financial Expert Age(1): 69 Director Since 2013 Board Committees: • Audit Committee (Chair) • Finance Committee • Nominating and Corporate Governance Committee • Risk Committee Drake Mills Chairman, President and Chief Executive Officer for Origin Bancorp Age(1): 61 Director Since 2012 Mr. Malone is a licensed Certified Public Accountant and retired partner of KPMG LLP, where he served on its Board of Directors from 2005 to 2010, including as lead director from 2008 to 2010. Mr. Malone is an “Audit Committee Financial Expert,” as defined under applicable SEC rules. He currently serves as the Chair of our Audit Committee. • B.S. in Accounting from Louisiana State University • Mr. Malone brings to our Board extensive accounting, management, strategic planning, risk assessment and financial skills, which are important to the oversight of our financial reporting, enterprise and operational risk management operations • B.S. in Finance from Louisiana Tech University • Graduated from the Graduate School of Banking of the South in Baton Rouge, Louisiana, and the Graduate School of Banking of the South’s Professional Master of Banking Program in Austin, Texas • Mr. Mills oversees our executive management team as well as the development and execution of our strategic plan. His vision and leadership are instrumental in our growth and success Mr. Mills is our Chairman, President and CEO. Mr. Mills has over 36 years of banking experience and started out as a check file clerk with Origin Bank. Having worked his way up through the organization, Mr. Mills has served in various capacities, including in- house system night operator, branch manager, consumer loan officer, commercial lender and Chief Financial Officer. He became President and Chief Operations Officer in 1996 and was named CEO of Origin Bank in 2003. He has served our Company as President since 1998 and CEO since 2008, and as Chairman of our Board since 2012. Under his leadership as President and CEO, Origin Bank has experienced significant asset growth, primarily through organic growth. Mr. Mills served on the Community Depository Institutions Advisory Council to the Federal Reserve Bank of Dallas from 2011 to 2014. He represented the Federal Reserve Bank of Dallas on the Community Depository Institutions Advisory Council to the Federal Reserve System in Washington, D.C., and was appointed as the Council’s President for a one-year term in 2013. He is also a past Chairman of the Louisiana Bankers Association. 15 2022 Proxy Statement | PROPOSAL 1. ELECTION OF DIRECTORS Director Nominee Background Qualifications • B.A. in Communication from Emerson College • M.A. in Communication from Purdue University • Earned the NACD Governance Fellow status, which requires continuing education in corporate governance • Ms. Solender’s real estate acumen, human resources knowledge, nonprofit experience and extensive involvement in the North Texas community make her a valuable addition to our Board • Attended North East Louisiana University • Mr. Taylor’s business experience in various companies and unique viewpoints obtained in his successful enterprises make him a valued member of our Board Ms. Solender is the President of Solender/Hall, Inc., a commercial real estate and consulting company that specializes in assisting businesses and nonprofit organizations buy, sell, lease, manage and finance commercial real estate in the North Texas area. She is considered a national expert on nonprofit commercial real estate issues. Prior to her career in commercial real estate, she was the human resources manager for the Exploration Division of Sun Company. Her other board service includes The Real Estate Council Community Investors Board, Advisory Board Chair for Lost Oak Winery, and Meadows Museum Advisory Council. The Dallas Business Journal has named her one of the top 25 Women in Business in the Dallas/Fort Worth area and in 2019 Bisnow named her a Power Woman in commercial real estate. Ms. Solender is a past national president of Commercial Real Estate Women (“CREW”) Network and past chair of the National Association of Corporate Directors (“NACD”) North Texas Chapter. Mr. Taylor has been President of Car Town of Monroe, Inc. (“Car Town”) since 1987 and oversees its day-to-day operations. Car Town is one of the largest independent automotive dealers in Louisiana and has been previously recognized as the State Quality Dealer of the Year and one of the top 10 in the nation by the National Independent Auto Dealers Association. Mr. Taylor has other business interests and has served as the President and Operating Manager of West Monroe Land Development Co., Inc., a corporation focused on real estate development, since 1983, as a Partner in Ride Time Auto Credit, LLC, an automobile finance company, since 2006, and as a Partner in Twin City Investments, LLC, a real estate investment company, since 2004. Mr. Taylor is also actively involved with the Boys & Girls Club of Northeast Louisiana. He is the past president of the Bayou DeSiard Country Club, serves on the St. Francis Hospital Foundation, and is a board member of the Monroe Downtown Economic Development District. Elizabeth Solender Independent President of Solender/ Hall, Inc. Age(1): 70 Director Since 2016 Board Committees: • Compensation Committee (Chair) • Nominating and Corporate Governance Committee Steven Taylor Independent President of Car Town of Monroe, Inc. President and Operating Manager of West Monroe Land Development Co., Inc., Partner in Ride Time Auto Credit, LLC, Partner in Twin City Investments, LLC, Age(1): 68 Director Since 2016 Board Committees: • Compensation Committee • Finance Committee (1) Ages as of March 7, 2022 16 | 2022 Proxy Statement PROPOSAL 1. ELECTION OF DIRECTORS PROPOSAL 1. ELECTION OF DIRECTORS Board Diversity The Company and the Board believe the diversity reflected in the communities we serve must be represented in the composition of the Board itself and is integral and necessary to the effective and successful functioning of the Company’s operations. We believe the members of our Board are well- qualified and reflect the diversity within our marketplace including being representative of the age, gender, race, experience and expertise. The table below discloses the demographic mix of our Board as of December 31, 2021. Total Number of Directors 12 Board Diversity Matrix (As of December 31, 2021) Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors Part II: Demographic Background African American or Black Alaskan Native or Native American Asian Hispanic or Latinx Native Hawaiian or Pacific Islander White Two or More Races or Ethnicities LGBTQ+ Did Not Disclose Demographic Background Stockholder Approval 3 1 2 9 1 8 The affirmative vote of a majority of the votes cast by the stockholders entitled to vote at the Annual Meeting is required for the election of the 13 director nominees, provided that if the number of director nominees exceeds the number of directors to be elected at such a meeting, the directors will be elected by a plurality of the votes cast by the holders of shares entitled to vote at such a meeting at which a quorum is present. The 13 director nominees will be elected if the number of shares that vote “For” the election of a director exceeds the number of shares voted “Against” that director, and abstentions and broker non-votes shall not be counted as votes cast either “For” or “Against” the election of any director. Stockholders shall not have cumulative voting in the election of directors. Recommendation of the Board of Directors THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARD. 17 2022 Proxy Statement | PROPOSAL 1. ELECTION OF DIRECTORS 2021 Named Executive Officers The biographical information set forth below outlines the background and experience of the Company’s NEOs who do not also serve on the Company’s Board. NEO Stephen Brolly Senior Executive Officer and Chief Financial Officer Age(1): 59 M. Lance Hall President and Chief Executive Officer of Origin Bank Age(1): 48 Background Qualifications • B.S. in Accounting from Drexel University • Licensed Certified Public Accountant (1988) • B.S. in Managerial Finance from the University of Mississippi • Graduate of The Graduate School of Banking at Louisiana State University Mr. Brolly has approximately 23 years of banking experience and, before joining us in January 2018, most recently served as Chief Financial Officer of Fidelity Southern Corporation and its wholly- owned subsidiary, Fidelity Bank, for approximately 10 years from 2006 to 2017. At Fidelity Southern, Mr. Brolly was responsible for equity and debt raising activities, strategic planning, budgeting and forecasting, and managing various financial, operational and strategic activities relating to acquisitions. Prior to his tenure at Fidelity Southern, he served as Senior Vice President and Controller of Sun Bancorp, Inc. and its wholly-owned subsidiary, Sun National Bank, for seven years, during which time he managed financial reporting and accounting operations, including Sarbanes-Oxley and internal control compliance frameworks. Mr. Brolly began his professional career in public accounting and spent 13 years at Deloitte & Touche. Mr. Hall was promoted to President and CEO of Origin Bank in January 2020 after previously being promoted to President of Origin Bank in July 2018. As President and CEO of the Bank, Mr. Hall oversees the Bank’s regional presidents, lending, information technology, retail banking, operations, marketing, strategic planning, brand teams and mortgage operations. Prior to his promotion to Origin Bank President, Mr. Hall served as Louisiana State President from March 2013 until July 2018. While serving as Louisiana State President, Mr. Hall also became Chief Strategy Officer in March 2016 and became Chief Operating Officer of the Bank in February 2017. Mr. Hall has served our organization for over 22 years through various roles of increasing responsibility. Prior to joining Origin Bank, Mr. Hall spent four years at Regions Bank as a Credit Analyst and Commercial Relationship Manager. 18 | 2022 Proxy Statement PROPOSAL 1. ELECTION OF DIRECTORS PROPOSAL 1. ELECTION OF DIRECTORS NEO Jim Crotwell Senior Executive Officer and Chief Risk Officer Age(1): 63 Preston Moore Senior Executive Officer and Chief Credit and Banking Officer Age(1): 61 (1) Ages as of March 7, 2022. Background Qualifications • B.S. in Accounting from the University of Louisiana at Monroe • Certified Public Accountant - Inactive • B.A. in Political Science at Washington and Lee University • MBA in Finance at the University of Texas Mr. Crotwell joined Origin Bank in 2012 and has held various positions of ever-increasing responsibility beginning with managing the middle market division in northeast Louisiana and continuing to his currently held position of Chief Risk Officer for the bank, a role he has held since December 2019. Mr. Crotwell began his professional career in public accounting and then transitioned to banking in 1983 when he began a 15-year career with Central Bank and its successor, First Commerce Corporation, serving in various roles including Manager of Credit Analysis, Commercial Lender, and Loan Review Manager. In 1998, he joined Hibernia Bank which was acquired by Capital One, ultimately managing Business Banking for North Louisiana and serving as Northeast Louisiana’s Market President. Over the years, Mr. Crotwell has held various positions at several community organizations including United Way of Northeast Louisiana serving as Board Chairman; Monroe Chamber of Commerce serving as Board Member and on Finance Committee, Ouachita Council on Aging serving as Board Member and Treasurer, Rays of Sonshine serving as Board Member and Treasurer, and Monroe Youth Baseball serving as a coach and League VP. Mr. Moore assumed the role of Chief Credit and Banking Officer in October 2019, and prior to this role, he served as our Houston Regional President. He has been with the bank since November 2012. Mr. Moore has performed various roles in the banking industry for more than 38 years, and he has a vast wealth of financial knowledge. Mr. Moore formerly served as a board member for the Harris County Improvement District No. 12, the President and Director for Encore Bancshares, Inc. Before he took on his role at Encore Bancshares, Mr. Moore served as the Executive Vice President and Manager of the Investment Division at Amegy Bank of Texas. 19 2022 Proxy Statement | CORPORATE GOVERNANCE CORPORATE GOVERNANCE Board Leadership Structure The Company has a policy that does not mandate the separation of the roles of CEO or President and the Chairman of the Board. Our Board believes it is in the best interest of the Company to instead make a determination regarding the separate roles of CEO, President and Chairman of the Board on a regular basis based on the position and direction of the Company and the membership composition of the Board. Our Board has determined that having our President and CEO, Mr. Mills, serve as Chairman of the Board is in the best interests of our stockholders at this time. This structure makes best use of the CEO’s extensive knowledge of our organization and the banking industry. Our Board views this arrangement as also providing an efficient nexus between our management and the Board, enabling the Board to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before the Board in a timely manner. Unless the Company has an independent non-executive Chairman of the Board, the Company’s governance structure provides for a strong Lead Independent Director role. The Lead Independent Director must be independent under the Nasdaq rules and elected by the independent Board members. Our Board has elected James D’Agostino, Jr. to serve as the Lead Independent Director. Our Board believes that it is able to have a thorough exchange of views or address any issues independent of the Chairman. Among other things, the Lead Independent Director is required to: • Preside at Board meetings when the Chairman of the Board is not present; • Establish the agenda for, and preside at, executive sessions of the non-management and independent directors; • Receive topic suggestions from other directors to be discussed at upcoming executive sessions and facilitate discussion on key issues outside of meetings; • Act as a liaison and facilitate communication between the Chairman of the Board and the independent directors (provided that each director shall also be afforded direct and complete access to the Chairman of the Board at any time as such director deems necessary or appropriate); • Facilitate teamwork and communication among the independent directors; • Approve information sent to the Board; • Approve meeting agendas for the Board, in consultation with the Chairman of the Board; • Coordinate the activities of non-management and independent directors, including the authority to call meetings of non-management and independent directors; • If requested by any stockholder, ensure that he or she is available for consultation and direct communication; • Communicate, as appropriate, with the Company’s regulators; • Regularly communicate with the Chairman of the Board on a variety of issues including business strategy and succession planning; • Maintain close contact with the Chairs of each standing committee of the Board, and serve as an ex-officio member of each committee where he or she is not a member; 20 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE • Assist the committee Chairs in the establishment of committee agendas and schedules; • Provide input, as needed, into the assessment of the Board committees’ effectiveness, structure, organization and charters, and the evaluation of the need for changes; and • Coordinate the annual evaluation of the Board and committees’ self-evaluations and the evaluation of the Chairman of the Board and the CEO with the Nominating and Corporate Governance Committee. Director Independence Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under Nasdaq listing standards, independent directors must comprise a majority of a listed company’s board of directors. The rules of Nasdaq, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors. In addition, Nasdaq listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent. Our Board has undertaken a review of the independence of each director and director nominee in accordance with the SEC rules and Nasdaq listing standards. Based on this review, our Board has determined that 11 of our anticipated 13 directors, or Messrs. Chu, D’Agostino, Jr., Gallot, Jr., Goff, Jones, Luffey, Malone, and Taylor and Mses. Edney, Farr and Solender, are independent as that term is defined under the SEC rules and Nasdaq listing standards. In making this determination, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions described under the heading “Certain Relationships and Related Transactions” and below in “—Board Meetings and Committees—Compensation Committee—Compensation Committee Interlocks and Insider Participation.” Governance Documents We have a Code of Ethics and Business Conduct Policy (“Ethics Policy”) in place that applies to all of our directors, officers and employees. The Ethics Policy sets forth specific standards of conduct and ethics that we expect all of our directors, officers and employees to follow, including our principal executive officer, principal financial officer and principal accounting officer. Any amendments to the Ethics Policy, or any waivers of requirements thereof, will be disclosed on our website within four days of such amendment or waiver. We have also adopted Governance Principles that set forth the framework within which our Board, assisted by its committees, directs the affairs of our organization. The Governance Principles address, among other things, the composition and functions of our Board and its committees, director independence, compensation of directors and succession planning. The Corporate Governance Principles, our Ethics Policy, and information about other governance matters of interest to investors, are available through our website at www.origin.bank by clicking on Investor Relations—Governance— Governance Overview. 21 2022 Proxy Statement | CORPORATE GOVERNANCE Director Education and Self-Assessment Our Board believes that director education is important to enable it to most effectively perform its role of oversight of the management and affairs of the Company. Accordingly, it is our policy that new non-employee directors receive an orientation from appropriate executives regarding the Company’s business and affairs at the time that the director joins our Board. In addition, within three months of election or appointment to our Board, each new non-employee director is invited to spend a day at corporate headquarters for a personal briefing by executive management on the Company’s strategic plans, its financial statements, and its key policies and practices. Directors are also provided with continuing education on subjects that would assist them in discharging their duties, including: regular programs on the Company’s financial planning and analysis, compliance and corporate governance developments; business-specific learning opportunities through site visits and board meetings; and briefing sessions on topics that present special risks and opportunities to the Company. Additionally, the Company has a director education program to assist board members in further developing their skills and knowledge to better perform their duties, including presentations made via our board portal. Each director is asked to view the presentation and given an opportunity during Board meetings to ask questions. For example, in 2021, presentations on the economic implications of the COVID-19 pandemic, the Current Expected Credit Loss (“CECL”) model, cybersecurity, Regulation FD training and updates, blockchain technology and artificial intelligence were reviewed and discussed. Additionally, courses covering topics such as the 2021 insurance outlook, compensation best practices, asset impairment and financial reporting, Environmental, Social & Governance (“ESG”) topics, and corporate governance were completed by individual directors and Ms. Solender attended the Bank Director Conference on Compensation. Training was conducted by qualified employees regarding the Bank Secrecy Act and fair lending practices and risks, among other topics. In addition to presentations, our Board subscribes to bankdirector.com and Mr. D’Agostino, Dr. Luffey and Ms. Solender have access to the National Association of Corporate Directors (“NACD”). One of our directors, Ms. Solender, has earned NACD Governance Fellow status, which requires continuing education in corporate governance. Board Meetings and Committees We expect all our directors will attend the upcoming Annual Meeting All of our directors attended the 2021 annual meeting of stockholders It is our policy to invite all directors and nominees for director to attend the Annual Meeting Our Board met six times during the 2021 fiscal year (including regularly scheduled and special meetings) During the 2021 fiscal year, each of the directors participated in 75% or more of the total number of meetings of the Board and the committees to which he or she was assigned (held during the period for which the relevant individual was a director) 22 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE The business of our Board is conducted through its meetings, as well as through meetings of its committees. Our Board has five standing committees: an Audit Committee, a Compensation Committee, a Finance Committee, a Nominating and Corporate Governance Committee, and a Risk Committee, each of which has the composition and responsibilities described below. Members serve on our committees until their resignation or until otherwise determined by our Board. The standing committees report on their deliberations and actions at each full Board meeting. Each of the committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the committee in its work. In the future, our Board may establish such additional committees as it deems appropriate, in accordance with applicable laws and regulations and the Company’s Restated Articles of Incorporation (the “Charter”) and Bylaws. Risk Management and Oversight Our Board is responsible for oversight of management and the business and affairs of the Company, including those relating to management of risk. Our Board determines the appropriate risk for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While the entire Board maintains the ultimate oversight responsibility for the risk management process, the Risk Committee was formed by our Board to assist in its oversight and the Board’s other committees assist in oversight of risk in specific areas. In particular, the Audit Committee assists the Board in monitoring the effectiveness of the Company’s identification and management of risk, including financial and other business risks. The Compensation Committee is responsible for overseeing the management of risks relating to our executive and employee compensation plans and arrangements, and periodically reviews these arrangements to evaluate whether incentive or other forms of compensation encourage unnecessary or excessive risk-taking by the Company. The Nominating and Corporate Governance Committee monitors the risks associated with the independence of our Board. The Finance Committee is responsible for, among other things, overseeing the administration and effectiveness of market and similar risks. Management regularly reports on applicable risks to the relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed. Audit Committee The current members of our Audit Committee are Messrs. Malone (Chair), D’Agostino, Jr., Jones and Ms. Farr. Our Board has evaluated the independence of the members of the Audit Committee and has determined that (i) each of the members is independent under the applicable rules of Nasdaq, (ii) each of the members satisfies the additional independence standards under the SEC rules for Audit Committee service and (iii) each of the members has the ability to read and understand fundamental financial statements. The Board also reviewed whether any members of the Audit Committee meet the criteria to be considered a financial expert as defined by the SEC rules. Based on its review, the Board determined that Mr. Malone qualifies as an “Audit Committee Financial Expert,” as defined under the applicable rules of the SEC, by reason of his prior job experience. The Audit Committee held eight meetings during the fiscal year ended December 31, 2021. 23 2022 Proxy Statement | CORPORATE GOVERNANCE Our Audit Committee oversees our accounting and financial reporting process and the audit of our financial statements, and assists our Board in monitoring our financial systems and our legal and regulatory compliance. Our Audit Committee is responsible for, among other things: • Selecting, engaging and overseeing the Company’s independent registered public accounting firm, including preapproving all services and the fees and terms of engagement; • Overseeing the integrity of our financial statements, including the annual audit, the annual audited financial statements and financial information included in our periodic reports that will be filed with the SEC; • Overseeing our financial reporting internal controls; • Overseeing our internal audit function; • Overseeing our compliance with applicable laws and regulations; • Overseeing our risk management function related to financial reporting; • Overseeing our procedures for receipt, assessment and handling of complaints regarding accounting, internal accounting controls or auditing matters; • Overseeing concerns regarding questionable accounting and auditing, including submissions made by employees pursuant to the Ethics and Compliance Reporting (Whistleblower) Policy; and • Investigating matters pertaining to the adherence to the Ethics Policy or other standards of business conduct, as such are related to accounting, auditing, financial reporting or internal control functions. Our Board has adopted a written charter for the Audit Committee, which is available on our website at www.origin.bank under “Investor Relations—Governance—Governance Overview.” Independent Registered Public Accounting Firm The Audit Committee has appointed BKD, LLP as the independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2022. BKD, LLP served as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, and reported on the Company’s consolidated financial statements for that year. Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services The Audit Committee must pre-approve engagements for audit and non-audit services to be rendered by the Company’s independent registered public accounting firm and the fees and terms of each such engagement. Pre-approval may be given as part of the Audit Committee’s approval of the scope of an engagement of the independent registered public accounting firm or on an individual, explicit, case- by-case basis before the independent registered public accounting firm is engaged to provide each service. 24 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE Fees Paid to Independent Registered Public Accounting Firm The following is a description of the fees earned by BKD, LLP for services rendered to the Company for the years ended December 31, 2021 and 2020, for purposes of considering whether such fees are compatible with maintaining the independence of BKD, LLP, and concluded that such fees did not impair the independence of BKD, LLP. The Audit Committee has pre-approved all of the services provided by BKD, LLP and all of the fees described below. (Dollars in thousands) Audit Fees(1) Audit-Related Fees(2) Tax Fees All Other Fees Total Years Ended December 31, 2021 $ 614 28 — — $ 642 2020 $ 576 90 — — $ 666 (1) Audit Fees reflect the aggregate fees billed for services related to the review of our quarterly reports filed on Form 10-Q, the audit of our consolidated financial statements in accordance with PCAOB standards, audit of internal controls to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Act and other SEC filings. (2) Audit-Related Fees include aggregate fees billed for professional services rendered related to the audits of retirement and employee benefit plans during the 2021 and 2020 audit years and review and consent procedures during the 2020 audit year relating to our prospectus supplement filed under the Securities Act. During the fiscal year ended December 31, 2021, none of the total hours expended on the Company’s financial audit by BKD, LLP were provided by persons other than BKD, LLP’s full-time permanent employees. 25 2022 Proxy Statement | CORPORATE GOVERNANCE Report by Audit Committee The Audit Committee has reviewed and discussed with management of the Company and BKD, LLP, the Company’s independent registered public accounting firm, the audited financial statements for the fiscal year ended December 31, 2021, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and BKD, LLP’s evaluation of the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee has discussed with BKD, LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from BKD, LLP required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with BKD, LLP such accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to our Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. THE AUDIT COMMITTEE Farrell Malone (Chair) James D’Agostino, Jr. Meryl Farr Michael Jones The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. 26 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE Compensation Committee The current members of our Compensation Committee are Ms. Solender (Chair) and Messrs. Gallot, Jr., Goff, Jones, Luffey, and Taylor. The Compensation Committee is responsible for overseeing the management of risk related to our executive and non-executive compensation plans. Our Board has determined that each of the members of our Compensation Committee is independent within the meaning of the independent director requirements of Nasdaq and the SEC. Our Board has also determined that the composition of our Compensation Committee meets the requirements for independence under, and the functioning of our Compensation Committee complies with, the applicable requirements of Nasdaq and SEC rules and regulations. The members of the Compensation Committee also qualify as “non-employee directors” according to the SEC rules. The Compensation Committee held eight meetings during the fiscal year ended December 31, 2021. The Compensation Committee oversees the executive compensation policies and plans of the Company. Our Compensation Committee is responsible for, among other things: • Annually reviewing and approving the compensation of our CEO, including determination of salary, bonus, benefits, incentive opportunities and other compensation, approving goals and objectives relevant to the compensation of the CEO and evaluating the CEO’s performance in light of such goals and objectives; • Together with the CEO, annually reviewing and approving the evaluation process and compensation structure for all other executive officers, including determination of salary, bonus, incentive opportunities and other compensation based on an evaluation of each executive officer’s performance against relevant goals and objectives; • Overseeing and evaluating our organizational compensation structure, policies and programs, and assessing whether these establish appropriate incentives and leadership development opportunities for management and other employees; • Retaining, or obtaining the advice of, such compensation consultants, legal counsel or other advisors as the Compensation Committee deems necessary or appropriate for it to carry out its duties; • Reviewing and approving employment agreements, severance or termination arrangements, change in control agreements, retirement agreements and similar matters; • Reviewing, approving and administering our equity compensation plans and recommending changes to such plans as needed; • Regularly monitoring and evaluating, with the assistance of the Chief Risk Officer, the risk management elements of the Company’s incentive compensation arrangements and appropriately balancing risk and financial results in a manner that does not encourage excessive risk-taking and is consistent with safety and soundness. Additionally, assessing whether any risks arising from compensation practices, policies and programs for employees are reasonably likely to have a material adverse effect on the Company; • Reviewing and approving the implementation or revision of any clawback policy allowing the Company to recoup compensation paid to executive officers and other employees; 27 2022 Proxy Statement | CORPORATE GOVERNANCE • Approving or making recommendations to the Board with respect to the adoption or modification of policies regarding the pledging or hedging of Company stock, if any, and monitoring compliance with respect to any adopted policy on pledging and hedging; • Providing strategic review of the Company’s human resources strategies and initiatives to ensure the Company is seeking, developing and retaining human capital appropriate to the Company’s needs; • Establishing and monitoring compliance with any stock ownership and holding guidelines of the Company that are applicable to executive officers; and • Reviewing and establishing compensation for non-executive directors. Compensation Committee Interlocks and Insider Participation No members serving on the Compensation Committee during 2021 were officers or employees of the Company or any of its subsidiaries. Compensation Committee Processes and Procedures Typically, the Compensation Committee meets at least quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the other members of the Compensation Committee. The Compensation Committee meets regularly in executive sessions. Our Chief People and Diversity Officer regularly attends meetings of the Compensation Committee and, from time to time, various other members of management or other employees, as well as outside advisors or consultants, may be invited by the Compensation Committee to make presentations, to provide background information or to otherwise participate in meetings. The Origin Bancorp, Inc. CEO, the Origin Bank CEO & President, and the Chief People and Diversity Officer also interface with the Compensation Committee in connection with executive compensation. The Compensation Committee periodically meets with the CEO to assess progress toward meeting objectives set by the Board for both annual and long-term compensation. The CEO may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding CEO’s compensation. The Compensation Committee may form and delegate authority to subcommittees to the extent it deems necessary or appropriate. Under its charter, the Compensation Committee has the authority to select, retain and approve the fees and other retention terms of counsel, accountants or other experts or advisors, including compensation consultants, at the expense of the Company, that the Compensation Committee considers appropriate in the performance of its duties. The Compensation Committee also has direct responsibility for the oversight of the work of any consultants or advisors it engages. Under its charter, the Compensation Committee may select or receive advice from a consultant only after taking into consideration certain factors set forth in the Nasdaq rules relating to the consultant’s independence. Although the Compensation Committee is required to consider such factors, it is free to select or receive advice from a consultant that is not independent. Our Board has adopted a written charter for the Compensation Committee, which is available on our website at www.origin.bank under “Investor Relations—Governance—Governance Overview.” 28 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE Nominating and Corporate Governance Committee The current members of our Nominating and Corporate Governance Committee are Messrs. Jones (Chair), D’Agostino, Jr., Goff, Malone and Mses. Edney and Solender. Our Board has determined that each of the members of our Nominating and Corporate Governance Committee is independent within the meaning of the independent director requirements of Nasdaq. The Nominating and Corporate Governance Committee held five meetings during the fiscal year ended December 31, 2021. The Nominating and Corporate Governance Committee nominates persons for election as directors and reviews corporate governance matters. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, stockholders or other persons. These candidates are evaluated at Nominating and Corporate Governance Committee meetings and may be considered at any point during the year. Although, to date, there have been no stockholder nominations and the Company does not have a formal policy of considering director candidates recommended by stockholders, the Nominating and Corporate Governance Committee will consider properly submitted stockholder nominations for candidates for the Board. Among other things, the Nominating and Corporate Governance Committee members are responsible for: • Evaluating and making recommendations to our Board regarding our Board’s number and composition, committee structure and assignments, and director responsibilities; • Assisting our Board in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders; • Reviewing the background, qualifications and independence of individuals being considered as director candidates, including persons proposed by stockholders or others; • Recommending to our Board a slate of director nominees; • Reviewing and overseeing the management succession program; • Evaluating and recommending governance principles applicable to our Board composition and operation; • Developing and reviewing the Company’s related party transactions policy and reviewing or approving related party transactions; and • Reviewing and investigating matters pertaining to the adherence to the Ethics Policy or other standards of business conduct by any director or executive officer of the Company, except as such are related to accounting, auditing, financial reporting or internal control functions, which is the responsibility of the Audit Committee. Our Board has adopted a written charter for our Nominating and Corporate Governance Committee, which is available on our website at www.origin.bank under “Investor Relations—Governance— Governance Overview.” 29 2022 Proxy Statement | CORPORATE GOVERNANCE Finance Committee The current members of our Finance Committee are Messrs. D’Agostino, Jr. (Chair), Davison, Jr., Malone, Taylor and Ms. Farr. The Finance Committee met four times in 2021. The Finance Committee has responsibility for, among other things: • Reviewing, approving and recommending for implementation our market risk functional framework, liquidity risk and oversight policy; • Overseeing the administration and effectiveness of, and compliance with, our market risk functional framework and oversight policy and other significant investment and related policies; • Reviewing and overseeing the operation of our Capital Management Policy as well as our capital adequacy assessments, forecasting and stress testing processes and activities; and • Reviewing capital levels and making recommendations to our Board regarding our dividend policy, repurchases of securities, financing activities and significant capital expenditures. Our Board has adopted a written charter for our Finance Committee, which is available on our website at www.origin.bank under “Investor Relations—Governance—Governance Overview.” Risk Committee The current members of the Risk Committee are Messrs. Davison, Jr., (Chair), D’Agostino, Jr., Luffey, Malone, and Ms. Edney. The Risk Committee held five meetings in 2021. The Risk Committee was appointed by our Board to assist our Board in its oversight of (i) the Company’s enterprise risk management framework, (ii) the Company’s risk appetite statement, including risk limits and tolerances, and (iii) the performance of the Company’s Chief Risk Officer, Jim Crotwell. Our Board believes an effective enterprise risk management system is necessary to ensure the successful, safe and sound management of the Company. Among other things, our Risk Committee has responsibility for: • Overseeing the Company’s enterprise risk management framework and risk appetite statement; • Periodically reviewing and evaluating the major risk exposures of the Company and its business units against established risk measurement methodologies and tolerances; • Overseeing the Company’s risk identification framework; • Receiving reports from the Chief Risk Officer, Chief Credit and Banking Officer and Chief Financial Officer at least quarterly; • Reviewing and recommending for our Board’s approval the Company’s risk appetite statement and the Company’s other significant risk management and risk assessment guidelines and policies; • Overseeing the Company’s process and significant policies for determining risk tolerance and reviewing management’s measurement and comparison of overall risk tolerance to established limits; • Regularly reporting to our Board on the adequacy and quality of the Company’s methods for identifying, measuring, monitoring, controlling and reporting risks; • Reviewing the Company’s insurance program and the policies in place to address insurable risks; 30 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE • Oversee management’s compliance with all regulatory obligations arising under laws, rules and regulations; • Reviewing and approving the Company’s internal annual compliance training schedule; • Reviewing and approving the appointment and, as appropriate, replacement of the Chief Risk Officer; and • Coordinating with management, including the Chief Risk Officer and the Audit Committee, to help ensure that the committees have received the information necessary to permit them to fulfill their duties and responsibilities with respect to oversight of risk management and risk assessment guidelines and policies. Our Board has adopted a written charter for our Risk Committee, which is available on our website at www.origin.bank under “Investor Relations—Governance—Governance Overview.” Human Capital Management As of December 31, 2021, we employed 797 full-time equivalent employees. We appreciate the unique contributions of each individual employee and we are fully committed to providing a culture of respect, equity, diversity, and inclusion. Safe Work Environment We are committed to employee and customer health and safety. This focus has been magnified with the impact of COVID-19 and employee and customer health and safety has become the first of our top four strategic initiatives. During the pandemic, we instituted Centers for Disease Control and Prevention (“CDC”) recommended pandemic safety protocols to prevent the spread of the virus among our employees and customers. We expanded our work from home (“WFH”) capabilities in order to allow our employees to better serve our customers while putting safety first. For those positions that required retail employees to be in banking centers, we instituted staggered staffing in order to ensure we would have sufficient employees to staff locations in the event an employee tested positive or was exposed to a person who tested positive and was required to quarantine. These safety measures have been effective as all Origin locations have remained open throughout the pandemic. We implemented pandemic paid time off (“PTO”) policies over and above our normal PTO to provide our employees additional paid time off to deal with personal and family issues brought about by the pandemic. While many of these policies have shifted and changed in response to the fluid nature and characteristics of the pandemic itself, we continue to focus on the mental, emotional and physical health of our employees by maintaining ongoing communication regarding changes in CDC safety recommendations and the need to acknowledge the stress that many are experiencing due to the pandemic and the importance of caring for their emotional and physical well-being. Compensation and Benefits We provide competitive compensation and benefits in order to attract and retain top talent. In addition to base pay and stock awards, we have several incentive programs that are designed to link performance to pay and drive results towards the achievement of overall corporate goals. 31 2022 Proxy Statement | CORPORATE GOVERNANCE Employee Engagement We have a Dream Manager® program that assists our employees in meeting their own personal and professional goals in addition to helping them improve physically, emotionally, intellectually, and spiritually. We launched a nationally-recognized financial wellness program(“SmartDollar”) in the first quarter of 2021 that is designed to assist our employees in becoming debt-free and saving money for emergencies and retirement, empowering them to become better financially prepared for their future and already have a 36% participation rate. Due to our adoption rate, we won a national award from the Dave Ramsey Foundation called the “Vision” award. Also in 2021, we hired a certified Holistic Health Coach to spearhead our Health & Wellness initiatives. He already has approximately 10% of our employee base signed up to begin making needed changes in their desire to be healthier. Additionally, in one specific initiative designed to help out the communities we serve, our Project Enrich program provides employees with up to twenty hours of paid time off to volunteer in their communities. In 2021, the employees of Origin volunteered 1,687 hours in the community during bank time, not including many more on personal time. Employee Feedback Employee feedback is highly valued at Origin and our employees provide anonymous input via quarterly surveys facilitated by Glint, a LinkedIn company. Our employees consistently rank Origin in the top 10% of Glint’s global customer base with regard to employee engagement. We regularly receive hundreds of written comments each quarter that in turn are used to improve processes, policies, or programs in an effort to show tangible affirmation of those comments. We also continued a practice that was implemented at the beginning of the pandemic called “The Origin Insider”. This webinar event occurs monthly and features speakers (internal and external) for our work-from-home and work-from-work employees. The employees are able to submit questions for the speakers in advance of the webinar. Talent Development Talent development at Origin begins with our comprehensive recruitment program and continues throughout the employee life cycle. Beginning in 2021, we implemented the Giving Interns Valuable Experience (g.i.v.e.) program, and welcomed a very diverse (both in gender and race) group of 12 interns from 10 different universities. The program was successful at promoting Origin’s brand and resulted in strong experiential feedback while also creating job opportunities for 3 of the 12 interns. We utilize assessment tools and provide multiple resources and venues, such as our Career Development Center, for employees to determine what career path is the best fit for them in order to help them grow and enhance their promotional opportunities. We also provide advanced leadership development via our Leadership Academy classes which provide structured training, collaboration with other aspiring leaders throughout the organization, and mentoring relationships. Beginning in 2021, we are piloting a program called “Career Manager” in which we focus on small groups of young professionals and spend dedicated time one-on-one with them to enhance their career aspirations and help them understand the business of banking faster than they normally would. This also helps with retention. We find benefit in developing our future leaders from within and succession plans are in place for senior level positions as well as many other key leadership positions. 32 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE Diversity & Inclusion At Origin, one of our core values is having a 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. We believe all employees should be given opportunities to perform to their full potential, knowing their performance will be measured and rewarded fairly. In order to support and live our culture, the Company’s talent acquisition team attends job fairs that attract ethnically and culturally diverse employees. We also have a partnership with Circa, a workforce development company that utilizes a connected system of job recruiting sites that post our employment opportunities with various community partners that include: veterans, LGBTQ-identifying individuals, individuals with disabilities, minorities and women, professional and industry organizations, skilled trade associations and college students. Also, we have a formal internship program that is designed to develop a strong pool of diverse candidates through on-campus recruiting with local colleges and universities including local Historically Black Colleges and Universities. Additionally, all employees participate in diversity training and managers have additional, in-depth training on recognizing unconscious biases and access to brand new micro learning lessons every week to help respond to current needs around diversity and inclusion. Also, we recently rolled out VIBE Central in Workday. VIBE stands for Value, Inclusion, Belonging and Equity. This allows senior leaders in our organization to set goals and monitor progress by assessing, measuring, benchmarking, and managing diversity and inclusion by the dimensions of their choice, such as race/ethnicity and gender. It is because of our focused initiatives that Origin has been named one of America’s “Best Banks to Work For” for nine consecutive years by the American Bankers Association (“ABA”). This ranking is based on feedback given directly to the ABA from our employees. Regionally, Origin has won the “Best Bank of the Delta” for fifteen consecutive years in northeast Louisiana. We have built our success on valued relationships beginning with our employees, who then build long-term, customer-focused relationships throughout our footprint. Stockholder Nominees and Proposals for 2023 Annual Meeting If a stockholder desires to submit a stockholder proposal pursuant to Rule 14a-8 under the Exchange Act for inclusion in the proxy statement for the 2023 annual meeting of stockholders, such proposal and supporting statements, if any, must be received by us at our principal executive offices, located at 500 South Service Road East, Ruston, Louisiana 71270, no later than November 16, 2022. However, if the date of the 2023 annual meeting of stockholders is changed by more than 30 days from April 27, 2023, then the deadline will be a reasonable time before we begin to send proxy materials. Any such proposal must comply with the requirements of Rule 14a-8. Stockholder proposals to be presented at the 2023 annual meeting of stockholders, other than stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, for inclusion in the proxy statement (including a director nomination) for the 2023 annual meeting of stockholders must, in addition to other requirements, be in proper form and received in writing at the Company’s principal executive offices no earlier than December 28, 2022, and no later than January 27, 2023. If the 2023 33 2022 Proxy Statement | CORPORATE GOVERNANCE annual meeting is not called for a date that is within 30 days of April 27, 2023, notice must be delivered not later than the close of business on the tenth day following the date on which such notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. Please consult our Bylaws before sending in a notice as we may disregard proposals or nominations not made in accordance with the requirements in our Bylaws. Director Nominees Our Bylaws provide that nominations of persons for election to the Board may be made by or at the direction of our Board or by any stockholder entitled to vote for the election of directors at the Annual Meeting who complies with certain procedures in our Bylaws as described above. The Nominating and Corporate Governance Committee is responsible for identifying and recommending candidates to our Board as vacancies occur. The Nominating and Corporate Governance Committee is responsible for monitoring the mix of skills and experience of the directors in order to assess whether our Board has the necessary tools to perform its oversight function effectively. Director candidates are evaluated using certain established criteria, including familiarity with the financial services industry, their personal financial stability, their willingness to serve on our Board and our Corporate Governance Principles. In addition, our Corporate Governance Principles indicate directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the stockholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. Although we do not have a separate diversity policy, the Nominating and Corporate Governance Committee considers the diversity of our directors and nominees in terms of knowledge, experience, skills, expertise and other characteristics that may contribute to our Board. In addition, the Company’s strategic plan includes a focus on attracting Board members who represent a broad mix of skills, backgrounds and perspectives that will more closely reflect the diversity of our customer base, stockholders and communities we serve. The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director and regularly assesses the appropriate size of our Board, and whether any vacancies on our Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Committee considers various potential candidates for director. Candidates may come to the attention of the Committee through current Board members, professional search firms, stockholders or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders in the same manner as it considers candidates recommended by others, provided that such candidates are nominated in accordance with the applicable provisions of our Bylaws. Because of this, there is no specific policy regarding stockholder nominations of potential directors. At present, our Board does not engage any third parties to identify and evaluate potential director candidates. 34 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE Certain Relationships and Related-Party Transactions Transactions by Origin Bank or us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by Origin Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by Origin Bank to its executive officers, directors and principal stockholders). We and our wholly-owned subsidiary, Origin Bank, have adopted policies designed to ensure compliance with these regulatory requirements and restrictions. In addition, our Ethics Policy provides guidance for addressing actual or potential conflicts of interests, including those that may arise from transactions and relationships between the Company and its executive officers or directors. We have also adopted a written Related Party Transaction Policy. Related party transactions are transactions, arrangements or relationships in which we are or will be a participant, the amount involved exceeds $120,000 and a related party has or will have a direct or indirect material interest. Related parties include our directors (including nominees for election as directors), our executive officers, beneficial owners of more than 5% of our capital stock and the immediate family members of any of the foregoing persons. Transactions subject to the policy are referred to the Nominating and Corporate Governance Committee for evaluation and approval. In determining whether to approve a related party transaction, the Nominating and Corporate Governance Committee will consider, among other factors: • Whether the transaction was undertaken in the ordinary course of the Company’s and the related party’s business; • Whether the transaction was initiated by the Company or the related party; • The purpose of the transaction and its potential risks and benefits to the Company; • In the event the related party is a director, an Immediate Family Member of a director or an entity in which a director is a partner, stockholder or executive officer, the impact on the director’s independence and, if the director serves on the Compensation Committee, such director’s status as a “non-employee director” under the SEC rules; • The availability of other sources for comparable products or services; • The approximate dollar value of the transaction and the amount and nature of the related party’s interest in the transaction; and • The terms of the transaction and whether the proposed transaction is proposed to be entered into on terms no less favorable than the terms available to unrelated third parties or to employees generally. Our Related Party Transactions Policy is available on our website at www.origin.bank under “Investor Relations—Governance—Governance Overview.” 35 2022 Proxy Statement | CORPORATE GOVERNANCE General In addition to the relationships, transactions and the director and executive officer compensation arrangements discussed under “Director Compensation”, “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation,” the following is a description of transactions since January 1, 2021, including currently proposed transactions, to which we have been or will be a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors (including nominees), executive officers or beneficial holders of more than 5% of our capital stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest. We believe the terms and conditions set forth in such agreements are reasonable and customary for similar transactions. Ordinary Banking Relationships Certain of our officers, directors and principal stockholders, as well as their immediate family members and affiliates, are customers of, or have or have had transactions with, Origin Bank, us or our affiliates in the ordinary course of business. These transactions include deposits, loans, mortgages and other financial services transactions. Related party transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us, and do not involve more than normal risks of collectability or present other features disproportionately unfavorable to us. As of December 31, 2021, we had approximately $471,000 of loans outstanding to our directors and officers, their immediate family members and their affiliates, as well as those of Origin Bank, and we had approximately $833,000 in unfunded loan commitments to these persons. As of December 31, 2021, no related party loans were categorized as nonaccrual, past due, restructured or potential problem loans. We expect to continue to enter into transactions in the ordinary course of business on similar terms with our officers, directors and principal stockholders, as well as their immediate family members and affiliates. Certain Commercial Relationships Air Transportation Ruston Aviation, Inc. is engaged by us from time to time to provide private air transportation to our management team. The sole owner of Ruston Aviation, Inc., James Davison, Sr., is the father of our director James Davison, Jr. Origin Bank and Ruston Aviation, LLC jointly purchased an airplane from a third party, with each party having an equal 50% ownership stake. 49% of Ruston Aviation, LLC is owned by James Davison, Sr., the father of our director James Davison, Jr., 49% is owned by Steven Davison, the brother of our director James Davison, Jr., and 2% is owned by Ruston Aviation, Inc. The aggregate purchase price of the aircraft was $5,162,040. Half of the purchase price was paid by the Bank and half was paid by Ruston Aviation, LLC. Ruston Aviation, LLC and the Bank have allocated operating costs in accordance with their respective use of the aircraft. We made payments of approximately $6,000 to Ruston Aviation, Inc. for the fiscal year ended December 31, 2021, including the Bank’s portion of shared operating costs in connection with its joint ownership of the aircraft. 36 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE Hospitality and Country Club Membership The Squire Creek Country Club in Choudrant, Louisiana is owned by Squire Creek Country Club and Development LLC, which itself is jointly owned in equal 50% stakes by James Davison, Sr. and Steven Davison, father and brother, respectively, of our director James Davison, Jr. From time to time, we use the country club for corporate functions, employee and vendor lodging and similar activities. During the fiscal year ended December 31, 2021, we paid approximately $108,000 to Squire Creek Country Club and Development LLC for these services and we do not believe we pay more than standard rates. Banking Location Leases We are party to a lease with respect to our Northside Banking Center location with James Davison, Sr., the father of our director James Davison, Jr., with an initial term ending on December 31, 2037, and a renewal option to extend the lease for an additional 60 months. Under the lease, in addition to a monthly base rent of $7,083, we are also responsible for utilities, real property taxes, maintenance and repairs. We made payments of approximately $85,000 for the fiscal year ended December 31, 2021, in connection with this lease. We are also party to a lease with respect to our Forsythe Banking Center location with Jedco Properties, LLC. Jedco Properties, LLC is wholly owned by James Davison, Sr., the father of our director James Davison, Jr. The current term of the lease expires on February 28, 2029, with an option to renew for an additional 10 years. The lease provides for a monthly base rent of $11,333 and is subject to certain adjustments. We are also responsible for utilities, certain real property taxes, maintenance (except with respect to common areas), repairs and alterations. We made payments of approximately $136,000 for the fiscal year ended December 31, 2021, in connection with this lease. Lincoln Agency Lease Effective December 31, 2021, the Company acquired all of the outstanding ownership interests in The Lincoln Agency, LLC (“Lincoln Agency”), an insurance agency headquartered in Ruston, Louisiana. Since 2005, Lincoln Agency has leased an office condominium for its corporate headquarters, located at 504 South Service Road East, Ruston, Louisiana, from MNG Properties, L.L.C. (“MNG”), which was renewed most recently on February 1, 2021 for a ten-year term. Our Chairman and CEO, Drake Mills, owns 33.3% of MNG. During 2021, Lincoln Agency paid MNG an aggregate of $151,104 in lease payments. Under the terms of the lease agreement, total future minimum lease payments to MNG were approximately $1.4 million as of March 1, 2022. Director Compensation The Compensation Committee is responsible for reviewing and making recommendations to our Board with respect to the compensation of directors. Employees of the Company and its subsidiaries are not compensated for service as a director of the Company or its subsidiaries and are excluded from the tables below. Director compensation is reviewed periodically by the Compensation Committee of our Board and adjustments are considered, as needed. Periodically, the Committee engages an independent consultant to review director compensation amounts and structure using the same group of peer banks that is used by the Compensation Committee to review the compensation of senior management. No changes were made to director compensation in 2021. 37 2022 Proxy Statement | CORPORATE GOVERNANCE The following table summarizes the committee and other fees/benefits paid to non-employee directors during the year ended December 31, 2021: Cash and Equity Retainers: Retainer per director Equity-based awards per director(1) Lead independent director Committee Service Fees: Audit Compensation Finance Nominating and Corporate Governance Risk Committee Member Fee $ Committee Chair Premium $ Other Annual Fees/Benefits $ — — — 6,000 4,000 2,000 2,000 2,000 — — — 12,000 8,000 4,000 4,000 4,000 29,000 36,000 16,000 — — — — — (1) Equity awards are granted to non-employee directors as part of Origin’s 2012 Stock Incentive Plan in May of each year following the annual stockholders meeting and the election of directors. These grants vest on April 1st of the following year. 38 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE The following table summarizes the total compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2021: Name James S D’Agostino, Jr. James E Davison, Jr. A. La’Verne Edney Meryl Farr Richard J Gallot, Jr. Stacey Goff Michael Jones Gary E Luffey Farrell J Malone F. Ronnie Myrick(3) (4) George M Snellings, IV(3) Elizabeth Solender Steven Taylor Fees Earned or Paid in Cash(1) $ Stock Awards(2) $ 61,541 39,541 22,000 24,667 35,541 35,541 45,541 37,541 53,541 11,000 14,874 43,541 40,208 36,014 36,014 36,014 36,014 36,014 36,014 36,014 36,014 36,014 — — 36,014 36,014 Total $ 97,555 75,555 58,014 60,681 71,555 71,555 81,555 73,555 89,555 11,000 14,874 79,555 76,222 (1) Amount includes the payment of dividends during the fiscal year ended December 31, 2021, on restricted stock awarded to the directors in conjunction with their service on the Board. (2) The amounts shown in this column reflect restricted stock awards granted to the directors during 2021 and are disclosed as the aggregate grant date fair value of the awards, computed in accordance with ASC Topic 718, based on the closing market price of our common stock on the grant date. For additional information on our calculation of stock-based compensation, please refer to the notes to our audited financial statements for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K. (3) Mr. Myrick and Mr. Snellings, IV, did not stand for reelection at the 2021 annual stockholders meeting. (4) Due to an administrative error, Mr. Myrick did not receive the stock award in 2020 which was his first year on the board as a non-employee director. This error was corrected and he was awarded 1,850 shares of restricted stock in the first quarter of 2021. Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by the indemnification provisions in our Charter and Bylaws, as well as the articles of incorporation and bylaws of Origin Bank, as applicable. 39 2022 Proxy Statement | COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS Overview The following discussion provides an overview and analysis of Origin’s compensation philosophy and objectives, pay for performance alignment and the variables considered when making the compensation- related decisions for Origin’s NEOs. This discussion describes the components of the Company’s compensation program for its NEOs and should be read together with the compensation tables for our NEOs, which can be found following this discussion. Unless otherwise indicated, any references to a particular year in this discussion means the fiscal year ended December 31, 2021. 2021 Business and Financial Highlights In evaluating the Company’s overall executive compensation program and decisions, including payouts under the 2021 programs and plan designs for our 2021 programs, the Compensation Committee considered a number of factors, including the strategic and financial performance of the Company in 2021. Some specific highlights and key accomplishments considered by the Compensation Committee in its decision-making process during 2021 included: • Net income for the year ended December 31, 2021, was at a record high of $108.5 million compared to $36.4 million for the year ended December 31, 2020. Pre-tax, pre-provision (“PTPP”) earnings were the highest in our history at $121.7 million for the year ended December 31, 2021, compared to $104.3 million for the year ended December 31, 2020. Additionally, our PTPP earnings excluding PPP loans were $102.5 million for the year ended December 31, 2021, compared to $94.5 million for the year ended December 31, 2020.1 • Return on average assets was 1.45% for the year ended December 31, 2021, compared to 0.56% for the year ended December 31, 2020. PTPP return on average assets (“PTPP ROAA”) was 1.63% for the year ended December 31, 2021, compared to 1.62% for the year ended December 31, 2020. PTPP ROAA excluding PPP loans was 1.45% for the year ended December 31, 2021, compared to 1.56% for the year ended December 31, 2020.1 • Net income was $108.5 million for the year ended December 31, 2021, achieving a historic high compared to $36.4 million for the year ended December 31, 2020. • Total loans held for investment (“LHFI”) at December 31, 2021, excluding PPP loans and mortgage warehouse lines of credit, were $4.50 billion, reflecting a $404.2 million, or 9.9% increase compared to December 31, 2020. • Total deposits grew $819.4 million, or 14.2%, to $6.57 billion at December 31, 2021, compared to $5.75 billion at December 31, 2020. Noninterest-bearing deposits grew $555.9 million, or 34.6%, compared to December 31, 2020, and represented 32.9% of total deposits at December 31, 2021. • Total securities increased $480.6 million, or 45.6%, to $1.53 billion at December 31, 2021, compared to $1.05 billion at December 31, 2020. (1) PTPP earnings and PTPP ROAA are non-GAAP financial measures. For a reconciliation of these non-GAAP financial measures to their comparable GAAP measures, please see the Non-GAAP Financial Measures section below. 40 | 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS • We issued $11.5 million in common stock dividends to stockholders during the year ended December 31, 2021. • On December 31, 2021, the Company acquired the remaining 62% equity interest in The Lincoln Agency, LLC bringing the Company’s total ownership to 100%. Additionally, the Company acquired substantially all assets of the Pulley-White Insurance Agency, Inc. in Bossier City, Louisiana on December 31, 2021. • For the ninth consecutive year, Origin Bank was named one of the best banks to work for in the U.S., and Origin Bank was recognized as the third best bank to work for in the nation, by American Banker and Best Companies Group, which identifies U.S. banks for outstanding employee satisfaction. The chart below reflects another strong year of bank performance and compares the cumulative total stockholder return on our common stock to the cumulative total stockholder return for the Nasdaq Composite Index and the Nasdaq U.S. Benchmark Banks TR Index for the period beginning on December 31, 2020, through December 31, 2021. The following reflects index values as of close of trading, assumes $100.00 invested on May 9, 2018, in our common stock, the Nasdaq Composite Index, and the Nasdaq U.S. Benchmark Banks TR Index and assumes the reinvestment of dividends, if any. The historical price of our common stock represented in this graph represents past performance and is not necessarily indicative of future performance Comparison of Cumulative Total Stockholder Return $210 $180 $150 $120 $90 $60 12/31/20 03/31/21 06/30/21 09/30/21 12/31/21 Origin Bancorp, Inc. Nasdaq U.S. Benchmark Banks TR Index Nasdaq Composite Index 41 2022 Proxy Statement | COMPENSATION DISCUSSION AND ANALYSIS Non-GAAP Financial Measures Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we provide other financial measures, such as pre-tax, pre-provision earnings and PTPP ROAA, in this proxy statement that are considered “non-GAAP financial measures.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. We consider PTPP and PTPP ROAA, as presented in this proxy statement, to be important measures of financial performance as these provide supplemental information that we use to evaluate our business, to assess underlying operational performance and to allow a comparison to prior periods mitigating the impact of increases in the allowance for credit losses, and related income tax effect. We believe non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our performance and capital strength. We use, and believe that investors benefit from referring to, non-GAAP measures in assessing our operating results and related trends. However, non-GAAP measures should be considered in addition to, and not as a substitute for or preferable to, amounts prepared in accordance with GAAP. In the following table, we have provided a reconciliation of pre-tax pre-provision earnings to the most comparable GAAP financial measure. (Dollars in thousands, except per share amounts) 2021 2020 December 31, Net Income Plus: provision for credit losses Plus: income tax expense PTPP Earnings Minus: PPP loans interest income PTPP Earnings excluding PPP loans Total average assets Minus: Average PPP loans $ 108,546 $ 36,357 (10,765) 23,885 59,900 7,996 $ 121,666 $ 104,253 19,145 9,759 $ 102,521 $ 94,494 $ 7,470,927 $ 6,442,528 380,894 388,736 Total average assets excluding PPP loans $ 7,090,033 $ 6,053,792 PTPP Earnings Divided by: Total average assets PTPP ROAA $ 121,666 $ 104,253 7,470,927 6,442,528 1.63% 1.62% PTPP Earnings excluding PPP loans $ 102,521 $ 94,494 Divided by: Total average assets excluding PPP loans 7,090,033 6,053,792 PTPP ROAA excl. PPP loans 1.45% 1.56% 42 | 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS Key Compensation Committee Actions in 2021 The Compensation Committee took several actions which are consistent with our determination to pay for performance and align our incentive compensation metrics to key strategic initiatives. • Emphasis on Pay-for-Performance: In 2021, the Compensation Committee refocused executives on more objective financial measures by reducing the use of non-corporate financial measures within the executive annual incentive program. The overall structure of the plan was modified to reduce the individual scorecard component (previously 45%, reduced to 25% in 2021) while increasing the use of objective financial measures (previously 55%, increased to 75% in 2021). We believe the revised 2021 performance metrics more effectively align the interests of our NEOs with those of stockholders by making a significant portion of their compensation contingent upon measurable financial results beneficial to stockholders, and thereby incenting our NEOs to create long-term value for stockholders. • Realigned the Annual Bonus Program to Key Financial Measures: In 2020, the annual bonus program design included 45% of the overall program weighted towards strategic initiatives and “discretion.” The Compensation Committee evaluated stockholder responses feedback to the program’s design and identified specific adjustments that would more effectively align the program with the Company’s financial results while also making the plan easier to monitor and administer. The Compensation Committee approved the addition of a profitability measure (net income) weighted 25% to complement the return measure already included in the bonus program (PTPP ROAA) that is weighted 30%. The Compensation Committee also evaluated the Risk Management & Credit Quality evaluation within the 2020 plan and determined to specifically identify targets for non-performing assets (“NPA”) and net charge-offs for 2021. Each credit quality measure is weighted at 10%. These plan adjustments ensured that 75% of the 2021 bonus opportunity is contingent upon achievement of specific targets as approved by the Compensation Committee (an increase of 20% from the 2020 plan) with the remaining 25% of the bonus opportunity being based on an individual scorecard that would consider individual performance and strategic goal achievements. • Rigorous Objective Performance Goals: The Compensation Committee reviewed both historic projections, relative performance statistics and future financial performance forecasts when approving each of the annual bonus goals. • Limited Increase in Base Salaries or Target Bonus Percentages for our NEOs: While the majority of our NEOs’ base salaries and target bonus percentages were not increased in 2021, the CEO increased the base salary for Jim Crotwell, Chief Risk Officer, based upon additional responsibilities assumed in conjunction with the retirement of the former executive risk officer. The increase was reviewed by the Compensation Committee. • Developed a Long-Term Incentive Compensation Strategy: In order to more effectively align our NEOs’ total compensation opportunity with long-term stockholder value creation, the Compensation Committee evaluated the Company’s long-term incentive compensation strategy in 2021. Prior to 2021, our NEOs were provided periodic long-term incentives. In an effort to both align our compensation practices closer to prevailing market trends as well as to increase the alignment of executive officer compensation with stockholders the Compensation Committee approved an equity grant in August 2021 with the intention of providing ongoing equity awards to certain executives within the organization. The initial award was provided in the form of Restricted Stock Units (“RSUs”) that will vest in three equal annual installments beginning in August 2022. Starting in 43 2022 Proxy Statement | COMPENSATION DISCUSSION AND ANALYSIS February 2022, the Compensation Committee implemented a Long Term Incentive Plan (“LTIP”) as a vehicle to grant annual equity to NEOs under the terms of our 2012 Stock Incentive Plan, with 50% of the award granted in Performance Stock Units (“PSUs”) and 50% granted in RSUs. Executive Compensation Philosophy The quality and loyalty of our employees, including our executive team, is critical to executing our community banking philosophy. To meet the primary goal of our executive compensation philosophy of attracting, retaining and incenting highly qualified and loyal employees, our compensation programs are designed using the following principles: • We are committed to providing effective compensation and benefit programs that are competitive within our industry and with other relevant organizations with which we compete for talent. • Our programs are designed to encourage and reward behaviors that contribute to the achievement of strategic organizational goals and stockholder value. • Pay programs and practices reinforce our commitment to providing a work culture that promotes respect, integrity, teamwork, inclusion, equity, initiative, and individual growth opportunities. Decisions made by the Compensation Committee and our Board relative to compensation take all current applicable rules, regulations and guidance into consideration and are made with the goal of being compliant with all such requirements. Compensation Best Practice Our executive compensation program incorporates many strong governance practices as shown below: WHAT WE DO WHAT WE DON’T DO Executive compensation is tied to performance through annual incentives with pre-established goals having multiple financial and credit metrics. We do not provide executives with “excise tax gross-ups” in the event of a change in control. We have retained an independent compensation consultant that provides no other services to the Company. We conduct an annual risk review of compensation programs and practices to ensure our plans do not create risks that are likely to have a material adverse impact. We do not allow repricing of stock options without stockholder approval. We do not allow executive officers and directors to engage in hedging transactions, and the pledging of Company stock is restricted. We maintain a clawback policy for incentive compensation. We do not provide excessive perquisites. We require meaningful stock ownership by directors and implemented stock ownership guidelines for executives in February 2022. We do not pay dividends on any restricted stock units unless and until the units are fully earned and vested. Pay programs and practices reinforce our strong work culture that promotes respect, integrity, teamwork, initiative, inclusion, and individual growth opportunities. 44 | 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS Say-On-Pay and Stockholder Outreach At our annual meeting of stockholders in April 2021, stockholders signaled their support for our executive compensation program where 65.3% of the total votes cast approved our 2021 Say-On-Pay proposal. The Compensation Committee considers the outcome of our Say-On-Pay votes when reviewing the objectives of our program and making future compensation decisions for the NEOs. The 2021 Say-on- Pay vote result was lower than expected, and in response to the vote, members of management with the support of the Compensation Committee reached out to stockholders owning more than 80% of the common stock represented at the meeting to ask their opinions of our executive compensation program. In response to our outreach, we received responses from stockholders representing more than 57% of our common stock represented at the meeting. Many of these were our largest stockholders of which some voted in favor of our 2021 Say-on-Pay proposal and some voted against. The stockholder outreach in which we engaged began before the 2021 Annual Meeting of Stockholders and continued throughout the remainder of 2021. We engaged with stockholders on conference and video calls that allowed stockholders to share their opinions of our executive compensation program as well as to ask questions of the members of management on the calls. Stockholders were offered access to key members of management, the chair of the Compensation Committee, the committee’s independent compensation consultant, and our lead independent director. On these calls, stockholders engaged in constructive and thought provoking conversation. The results of these calls were reported to the Compensation Committee and the Board for consideration. During the outreach process, most stockholders were generally in favor of our executive compensation and supported the core philosophies of the program. A summary of the responses received are listed in summary below: WHAT WE HEARD HOW PROGRAMS WERE ADJUSTED: The Short-Term Incentive Plan (STIP) should be more metric driven Lack of annual long-term equity awards The Compensation Committee approved a new STIP in which 75% of 2021 NEO incentive potential is based on key measurable financial metrics with the individual scorecard component reduced to 25% (from 45% in 2020). The Compensation Committee worked with management and our compensation consultants to develop an annual LTIP which utilizes RSUs and PSUs. This was approved and awards were granted in February 2022. Role of Compensation Committee, Compensation Consultant and Chief Executive Officer Role of the Compensation Committee The Compensation Committee has overall responsibility for evaluating and approving our executive officer compensation, benefits, severance, equity-based or other compensation plans, policies and programs and sets the CEO’s compensation, and reviews those of our other executive officers. Additionally, the Compensation Committee generally considers the recommendations of the CEO with respect to the compensation of the other NEOs. During 2021, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”), an independent executive compensation consultant, for advice and perspective regarding executive compensation market trends and best practices. 45 2022 Proxy Statement | COMPENSATION DISCUSSION AND ANALYSIS Role of the Compensation Consultant Effective February 1, 2021, the Compensation Committee engaged Meridian as our independent compensation consultant. During 2021, Meridian assisted the Compensation Committee with the review of, and offered recommendations on, our 2021 Proxy Compensation Discussion and Analysis, recommended potential changes to our Executive Incentive Plan design and metrics, and reviewed (i) the addition of annual long-term equity awards to our executive compensation structure, (ii) the Executive Stock Ownership guidelines approved in 2022, (iii) the impact of COVID-19 on 2021 incentive plans and (iv) the 2021 Compensation Peer Group, as well as, provided current trends in executive compensation. The results of these analyses were used as one of the factors to establish executive compensation for 2021. Meridian did not provide any non-compensation related services or products to the Compensation Committee nor did it provide any services to the Board. After evaluating information presented in accordance with SEC independence rules and Nasdaq listing standards, the Compensation Committee concluded that Meridian was independent. Role of Chief Executive Officer Our CEO performs an annual performance review of executive officers of the Company and provides a recommendation to the Compensation Committee regarding the compensation of each executive under his or her Executive Incentive Plan. The CEO is present for the Compensation Committee’s deliberations and decisions with respect to the other executive officers’ individual compensation. The Compensation Committee meets separately on an annual basis with our CEO to discuss his compensation and performance based on the CEO’s annual incentive plan objectives. The Compensation Committee meets in executive session to approve the final incentive payout recommendation for the CEO and presents the incentive payout to our Board for review. Competitive Benchmarking and Compensation Peer Group The Compensation Peer Group is periodically updated by the Compensation Committee and consists of companies that the Compensation Committee believes are comparable in size, performance and business model to the Company and companies with which we may compete. Based upon its analysis, the Compensation Committee approved the following 2021 Compensation Peer Group, which was adjusted based on input from our compensation consultants. The Compensation Peer Group is reviewed annually for continued appropriateness and included a number of modifications for 2021 including the removal of Atlantic Capital Bancshares Inc., First Bancorp, Franklin Financial Network Inc., Guaranty Bancshares Inc., HomeTrust Bancshares Inc., Republic Bancorp Inc., SmartFinancial Inc.; and the addition of Business First Bancshares, Inc., Independent Bank Group Inc., Renasant Corporation and Trustmark Corporation. Allegiance Bancshares Inc. BancFirst Corp. Business First Bancshares Inc. Capital City Bank Group Inc. CBTX, Inc. Enterprise Financial Services Corp. First Bancshares, Inc. First Financial Bankshares, Inc. Great Southern Bancorp Inc. Independent Bank Group Inc. Renasant Corporation Seacoast Banking Corp. of Florida ServisFirst Bancshares Inc. Southside Bancshares Inc. Stock Yards Bancorp Inc. Triumph Bancorp Inc. Trustmark Corporation Veritex Holdings, Inc. FB Financial Corp. 46 | 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Discussion of Executive Compensation Components Our goal is to provide executives with a total compensation package that is competitive with the market, aligns pay and performance, encourages executives to remain with the organization and helps to drive the Company to desired levels of performance. The following table outlines the major elements of 2021 total compensation for our NEOs: Compensation Element Base Salary Objective Characteristics • Compensate executives for their level of experience, responsibility and individual performance • Help attract and retain strong leadership • Fixed component; evaluated annually • Determined by factors such as executive’s job responsibilities, sustained performance in role/potential and internal equity talent Short-Term Incentive Plan • Promote achieving our annual financial goals, as well as other objectives deemed important to our long-term success • Align management and stockholder interests Long-Term Incentives • Promote ownership and achievement of our long-term corporate financial goals through the acquisition of common stock utilizing RSU grants • Align management with stockholder interests • Provide long term retention incentives • Variable, performance based component • Target opportunity is set based on factors such as executive’s job responsibilities, sustained performance in role/potential, internal equity, and competitive market practices • Actual payout depends on Company performance and individual contribution • Equity grants were awarded based on factors such as executive’s job responsibilities, sustained performance in role/potential, internal equity, and competitive market practices • 3 year vesting period • Actual value realized will vary based on bank performance and stock price Severance and Change In Control Programs • Create an environment where key • Contingent component; only payable if executives are able to take actions in the best interest of the Company without incurring undue personal risk • Foster management stability during periods of potential uncertainty the executive’s employment is terminated under certain circumstances and, in the case of a change in control, to help provide continuity of management through the transition Target Compensation Opportunities The Compensation Committee does not utilize an exact calculation in determining the break-down or weighting of NEO compensation among base salary, short-term incentive awards, and long-term equity awards. Rather, the Compensation Committee considers all forms of compensation in light of the market competition for executive talent balanced with and considering the need to align the goals of the executive with those of the Company. Accordingly, the Compensation Committee believes that a significant portion of each NEOs’ total target compensation should be in the form of annual cash performance-based awards and equity awards that align with long-term value creation. 47 2022 Proxy Statement | COMPENSATION DISCUSSION AND ANALYSIS For 2021, 56% and 41% of the total targeted compensation of our CEO and other NEOs, respectively, was either performance-based or at-risk consisting of a short-term incentive and equity awards. Below are charts showing the compensation mix for Mr. Mills and our other NEOs based on the targeted 2021 compensation values. CEO Target Total Direct Compensation Other NEO Target Total Direct Compensation Restricted Stock Units: 13% Salary: 44% Short-Term Incentive: 28% Salary: 59% Restricted Stock Units: 26% Short-Term Incentive: 30% Base Salary Base salary for the CEO is established by the Compensation Committee based on the CEO’s performance, experience, effective execution of strategic objectives, and level of responsibilities. Based on recommendations from the CEO, the Compensation Committee also approves base salaries for all other NEOs. Mr. Crotwell’s base salary was increased during 2021 due to the additional responsibilities he assumed in conjunction with the retirement of the former executive risk officer. Base salaries for all other NEOs were not adjusted during 2021. 2021 Base Salary $ 2020 Base Salary $ Percentage Change % 835,800 450,000 500,000 375,000 450,000 835,800 450,000 500,000 N/A 450,000 — — — N/A — Name Drake Mills Stephen Brolly M. Lance Hall Jim Crotwell(1) Preston Moore (1) Mr. Crotwell was not a NEO during 2020. 48 | 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS Short-Term Incentive Plan The Short-Term Incentive Plan (“STIP”) for 2021 is designed (i) to motivate executives to attain superior annual performance in key areas we believe create long-term value to Origin and its stockholders and (ii) to provide incentive compensation opportunities competitive with Origin’s peers. STIP goals are reviewed and approved each year by the Compensation Committee with input from management. A major part of our NEOs’ cash incentive bonuses are tied to Company performance metrics to reflect the Company’s focus on profitability, credit quality, and growth. In 2021, the Compensation Committee adjusted metric weighting so that 75% of the STIP is based on financial metrics and 25% on individual and strategic bank goals to provide incentive to achieve key objectives focused on continued profitability, operating efficiency, strong credit management and continued growth. The individual and strategic objectives were updated in 2021 to reflect Company priorities. The Compensation Committee establishes a target annual incentive award for each NEO expressed as a percentage of the executive’s base salary, established by factors such as: the estimated contribution and responsibility of the NEO, market practices, internal equity and the recommendation of the Chief Executive Officer (for all officers excluding himself). For 2021, the targets for our NEOs remained the same as in 2020. The total annual STIP award actually paid to each NEO is determined based on the extent to which specified weighted objective performance goals are achieved with potential payouts ranging from 50% to 150% of the incentive plan target. There are no payouts for below-threshold performance. A minimum of 80% of the stated target must be achieved for a threshold payout of 50% of the bonus potential of the incentive plan target. The maximum payout of 150% of the bonus potential is achieved by reaching 120% of the incentive plan target. Payout on achievements between 80% - 120% of target are calculated using straight-line interpolation (sliding scale). For purposes of the 2021 performance year, the Compensation Committee selected PTPP ROAA, net income, non-performing assets (“NPA”) and net charge-offs as performance measures in the STIP. The individual and strategic scorecard objectives were updated in 2021 to reflect strategic priorities and accomplishments as highlighted below for each executive. The 2021 STIP cash incentive opportunities as a percentage of salary for each of the NEOs and 2021 results are shown below. Name/Position Drake Mills, CEO Stephen Brolly, CFO M. Lance Hall, President Preston Moore, CC & BO Jim Crotwell, CRO Short-term Incentive Plan Opportunity Levels as a % of Base Salary(1) Threshold % Target % Maximum % 25.0 17.5 20.0 17.5 17.5 50.0 35.0 40.0 35.0 35.0 75.0 52.5 60.0 52.5 52.5 (1) The Compensation Committee and the Board approved and finalized executive and CEO incentive numbers at their respective February 2022 meetings. 49 2022 Proxy Statement | CORPORATE GOVERNANCE 2021 Financial Measure Achievements (75% of the total STIP bonus opportunity) Based on 2021 actual financial results for PTPP ROAA, net income, NPA and net charge-offs, which constitute 75% of the overall bonus opportunity, the financial portion of the annual bonus plan was achieved at 129% of target. Summarized below are each of the four financial measures, their weighting within the bonus plan and their actual achievement relative to target. For 2021, these goals and their applicable weightings and earned payouts were: Financial Metrics Weighting % Target Goal Actual Performance % Earned PTPP ROAA excl. PPP Net Income excl. PPP NPA to avg loans excl. PPP Net Charge-Offs to avg loans excl. PPP Financial Achievement: 30.0 25.0 10.0 10.0 75.0 1.41% 1.45% $62.3 million $89.4 million 1.00% 0.30% 0.52% 0.23% 107.1 150.0 150.0 123.3 129.3 2021 Executive Scorecard Accomplishments (25% of the total annual bonus opportunity) Based on the assessment against these pre-established goals, each NEO can earn 0% to 150% of their target for the scorecard component. Performance between payout levels (i.e., threshold, target and maximum) will be calculated using straight-line interpolation (a sliding scale). Summarized below is a brief outline of each NEO’s individual scorecard and their individual weighted actual performance percentage: Name Position 2021 Accomplishments Drake Mills Chairman, President, and Chief Executive Officer • Successfully negotiated and completed the acquisition of the remaining 62% ownership interest of The Lincoln Agency, LLC • Successfully negotiated and completed the acquisition of Pulley- White Agency, Inc. in Northwest Louisiana • Consolidated insurance agencies; ensured pro forma budget was established, communicated with Board and accepted by market analysts • Participated in twelve investment-bank-organized investor events and engaged with investors, continuing to build long-term relationships Led communication and relationship-building with analysts • • Completed dividend analysis to include payout ratios and dividend yield • Company performance ensured the ability to pay dividend in accordance with our internally stated strategy Weighted Scorecard Achievement • 37.5% 50 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE Name Position 2021 Accomplishments Stephen Brolly Senior Executive Officer and Chief Financial Officer • Completed and implemented Employee Stock Purchase Plan and related Form S-8 Registration Statement • Hired Sarbanes-Oxley Act (“SOX”) manager and oversaw development of SOX risk assessment to assess financial statement risks and map areas to SOX processes • Collaborated with HR to resolve payroll segregation of duties • Oversaw development of critical spreadsheet policy • Created investment securities subsidiary with an immediate positive impact to net income • Hired and onboarded Treasurer • Maintained appropriate cash at the Holding Company to cover projected expenditures • Managed excess liquidity via elimination of brokered deposits and increasing investment portfolio by 50% • Revised contingent funding plan to incorporate stress testing approved by our regulators • Oversaw automation of many existing processes saving 300+ hours Initiated CRA Investment Charter and interdepartmental meetings • Weighted Scorecard Achievement • 25.0% M. Lance Hall President and Chief Executive Officer of Origin Bank • Created a technology strategic plan to drive automation resulting in • multiple efficiencies and costs saves Increased our customer experience value proposition with digital enhancements and enhanced credit processes and approvals • Began delivery of real-time client surveys by text to create customer satisfaction metrics and real-time feedback and conversations with our clients • Brought data cleanse project in-house eliminating about $80,000 of expense • Rolled out updated Origin Bank website • Invested $5.0 million in our first FinTech Equity Investment Fund • Rolled out new marketing campaign -”Every Relationship has an Origin Story” Weighted Scorecard Achievement • 37.5% Preston Moore Senior Executive Officer and Chief Credit and Banking Officer Introduced and utilized Opportunity Summary Memorandum Implemented enhanced credit approval process • • • Conducted quarterly Bankers Presentation • Significant reduction of classified loans to 1.35%; well below target • goal of 2.25% Improved overall asset quality by reduction in Classified Loans Held for Investment / Total Loans Held for Investment (excl. Paycheck Protection Program (PPP) loans) from 2.08% as of year-end 2020 • Past dues, Non-Performing Assets and Net Charge-offs were stable and within the “minimal risk” range at year-end 2021 Weighted Scorecard Achievement • 30.6% 51 2022 Proxy Statement | CORPORATE GOVERNANCE Name Position 2021 Accomplishments Jim Crotwell Senior Executive Officer and Chief Risk Officer • Satisfactory third-party risk reviews • Completed incentive plan risk review for Compensation Committee • Met all key objectives within the Operational Risk, Audit, and Compliance/CRA areas of the Bank • Effectively managed the Bank’s loan portfolio and reserve for loan • losses during the second year of the pandemic Improved overall asset quality by reduction in Classified Loans Held for Investment / Total Loans Held for Investment (excl. PPP loans) from 2.08% as of year-end 2020 to 1.35% as of year-end 2021 • Past dues, Non-Performing Assets and Net Charge-offs were stable and within the “minimal risk” range at year-end 2021 • Collaborated with the various markets and with Mortgage Banking to address compliance related issues and improve processes • Accomplished internal audit plan, including testing of SOX controls. • Conducted “desk top” Cyber breach exercise • Enhanced tracking and reporting of audit findings • Enhanced contract management review process and developed process for reducing critical spreadsheet risks Weighted Scorecard Achievement • 30.8% The 2021 STIP cash incentive actual final payout amounts for each of the NEOs are shown below. Amounts paid out as STIP bonuses are subject to our Clawback Policy if certain triggering events occur. Financial Factor (75%) % Individual Scorecard (25%) % Financial Percentage of Target % Actual Bonus Earned $ 129.3 129.3 129.3 129.3 129.3 150.0 100.0 150.0 122.2 123.0 134.5 122.0 134.5 127.5 127.7 561,976 192,113 268,953 200,854 167,641 Drake Mills, CEO Stephen Brolly, CFO M. Lance Hall, President Preston Moore, CC & BO Jim Crotwell, CRO Long-term Incentive Plan Equity compensation rewards executives for performance results relative to Company objectives while aligning the interests of our executives with those of our stockholders. Additionally, it provides executives the opportunity to increase their ownership in the Company while at the same time creating a retention vehicle through the use of a multi-year vesting period. Equity grants have historically been made to executives periodically to reward them for having met key performance objectives such as the successful initial public offering launch in 2018. 52 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE In 2021, the Compensation Committee worked with Meridian to develop long-term equity awards for key executives to meet the following objectives: • Bridge the gap between 2020 and 2022, when a consistent LTIP could be developed and implemented • Provide and build towards having meaningful/competitive retention for Origin NEOs, complying with newly developed and implemented stock ownership guidelines • Create stronger long-term alignment with stockholder interests • Motivate NEOs to achieve long-term objectives that will increase the overall value of the Company • Utilize a simple long-term equity award structure that could be supported and easily communicated A 2021 equity award was granted in 100% time-vested RSUs that will vest ratably over a three-year period for the NEOs listed in the table below. The award amounts were based on a review of market practices by Meridian, the recommendations of the Chief Executive Officer (for executive officers other than himself), personal performance, internal equity, and expected future contributions, among other factors. The amounts for the NEO 2021 equity grants were approved by our Compensation Committee. 2021 Equity Awards for Named Executive Officers: Name/Position Drake Mills, CEO M. Lance Hall, President Jim Crotwell, CRO Long-Term Incentive Award Value ($) Shares Awarded # 500,031 250,036 125,038 12,377 6,189 3,095 Following the 2021 awards, the Compensation Committee and management worked with Meridian to develop a consistent LTIP for implementation in February, 2022. The annual LTIP awards will be based on a percentage of NEO salaries with 50% of the award granted in PSUs and 50% awarded in time- based RSUs. The RSUs will vest ratably over three years. With respect to the 2022 awards, the PSUs will be linked to the achievement of Return on Average Assets (ROAA) and Return on Average Equity (ROAE) over a three-year performance period and have a three-year cliff-vesting. Supplemental Retirement and Income Benefits The Company has entered into an individual Supplemental Executive Retirement Plan (“SERP”) with several of our NEOs. Eligibility to participate in a SERP is limited to senior officers and determined by the Board. Currently, Mr. Mills, Mr. Hall and Mr. Brolly participate in a SERP. The SERPs are unfunded and designed to be a nonqualified deferred compensation retirement plan in compliance with Section 409A of the Internal Revenue Code (“IRS Code”). In October 2019, the Company also entered into an Executive Supplemental Income Agreement (“ESIA”) with Mr. Hall. The Company believes SERPs and the ESIA provide an effective long-term retention measure in keeping with an overall competitive compensation strategy aimed at retaining high performing executives. The plans are defined benefit style programs in which the participant is promised a benefit according to a set formula and such benefit is paid to the participant (or his or her beneficiary) in equal 53 2022 Proxy Statement | CORPORATE GOVERNANCE annual installments over a specified period of time as outlined in each individual’s agreement. Vesting requirements are also outlined in each individual agreement and are tied to the number of years of service of the executive which encourages our executives to remain with the Company for an extended period or until retirement. Additional tables on page 60 provide more details regarding these plans. Benefits and Perquisites Executive officers are eligible to participate in the same benefit plans that are designed for all of the Company’s full-time employees, including health, dental, vision, basic group life and disability insurance. The Company also provides its employees, including executives, with a 401(k) plan, which currently provides an employer match of 50 cents on each dollar of employee contributions up to 6% of eligible compensation subject to limits under the Employee Retirement Income Security Act of 1974 (“ERISA”). Additionally, all employees can participate in the Employee Stock Purchase Plan (ESPP), which grants a purchase right consisting of an option to purchase the lesser of (a) the number of whole shares of stock determined by dividing twenty-five thousand dollars ($25,000) by the fair market value of a share of stock on the offering date or (b) five thousand (5,000) shares of stock at the lower of (a) eighty-five percent (85%) of the fair market value of a share of stock on the offering date of the offering period in which such purchase date occurs, or (b) eighty-five percent (85%) of the fair market value of a share of stock on the purchase date. We also provide our NEOs with certain perquisites, including the use of Company cars or car allowance, the payment of life insurance premiums, reimbursement for country club dues and certain other expenses which we believe make us competitive in the employment market and encourage retention. Change in Control and Severance Benefits Our NEOs are generally entitled to certain limited change in control and severance protections. We believe that appropriate change in control and severance protections accomplish two objectives. First, they create an environment where key executives are able to take actions in the best interest of the Company without incurring undue personal risk. Second, they foster management stability during periods of potential uncertainty. The change in control and severance benefits payable to our NEOs are discussed under the heading “Employment Arrangements, Change in Control Agreements, and Potential Payments Upon Termination or Change In Control” below. Other Compensation Policies and Information In addition to adhering to the processes described in the preceding sections, the Compensation Committee maintains a strong corporate governance culture with respect to executive compensation. Over the years it has adopted policies, including those described below, to further align executive compensation with performance and what the Company believes is the best interest of our stockholders. Risk Assessment The Compensation Committee is responsible for overseeing the management of risk related to our executive and non-executive compensation plans. Annually, the Chief Risk Officer prepares a risk assessment which includes an analysis of the design and operation of the Company’s incentive compensation programs, identifying and evaluating situations or compensation elements that may raise material risks, and an evaluation of other controls and processes designed to identify and 54 | 2022 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE manage risk. The Risk Committee helps coordinate the Chief Risk Officer’s annual compensation risk assessment and risk management duties with the CEO and the Compensation Committee. During the Compensation Committee’s December 2021 meeting, the Chief Risk Officer presented the risk assessment he prepared and concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our business or operations. The Compensation Committee includes this risk assessment in their evaluation and review of the policies and practices of compensating our employees, including executives and non-executive employees, as such policies and practices relate to risk management practices and risk-taking, and also concluded that the compensation plans and practices are not likely to have any material adverse effect on the Company. The compensation plans and practices are subject to review and modification by the Compensation Committee on an annual basis and the Compensation Committee retains discretion with regard to any executive bonus award decisions. Clawbacks for Any Restatement; Executive Compensation Recovery Policy We maintain a Clawback Policy that covers incentive-based compensation for our NEOs. Under this policy, incentive based compensation may be subject to clawback if both (i) the Company is required to prepare an accounting restatement and (ii) our Board determines that a fraudulent or intentional act or omission of a current or former executive officer contributed to the circumstances requiring the restatement. Trading Restrictions regarding Hedging or Pledging of Common Stock Hedging Transactions. Our Insider Trading Policy does not allow Covered Persons (as defined therein, including directors, officers and employees and certain of their family and household members and controlled entities) to engage in hedging or monetization transactions involving Origin securities, such as prepaid variable forwards, equity swaps, collars and exchange funds, or similar transactions. Margin Accounts. Covered Persons are not permitted to hold our securities in a margin account. Pledged Securities. Under our Insider Trading Policy, Covered Persons are generally discouraged from pledging Origin securities as collateral for a loan. A Covered Person who wishes to pledge Origin securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resorting to the pledged securities may engage in such a transaction with the prior approval of a compliance officer under the policy at least ten business days prior to the proposed execution of documents evidencing the proposed pledge. 55 2022 Proxy Statement | CORPORATE GOVERNANCE Report of Compensation Committee The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis. Based upon this review and our discussions, the Origin Bancorp, Inc. Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and be incorporated by reference in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. THE COMPENSATION COMMITTEE Elizabeth Solender (Chair) Richard Gallot, Jr. Stacey Goff Michael Jones Gary Luffey Steven Taylor The foregoing report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. 56 | 2022 Proxy Statement CORPORATE GOVERNANCE EXECUTIVE COMPENSATION TABLES EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth information regarding the compensation paid to each of our NEOs for the fiscal years ended December 31, 2021, 2020 and 2019. Except as set forth in the notes to the table, all cash compensation for each of our NEOs was paid by the Company. There were no option awards granted to the NEOs for the periods disclosed below. Name and Principal Position Year Salary ($) Non-Equity Incentive Plan ($)(1) Bonus ($)(2) Stock Awards ($)(3) Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) All Other Compensation ($)(5) Total ($) Drake Mills Chairman of the Board/ CEO & President of Origin Bancorp, Inc. Stephen Brolly Chief Financial Officer M. Lance Hall President and CEO of Origin Bank Preston Moore(6) Chief Credit & Banking Officer Jim Crotwell(7)(8) Chief Risk Officer 2021 835,800 561,976 2020 835,800 555,490 2019 835,800 425,000 2021 450,000 192,113 2020 450,000 158,500 2019 450,000 126,000 2021 500,000 268,953 2020 500,000 266,000 2019 500,000 250,000 2021 450,000 200,854 — — — — — — — — — — 2020 450,000 170,000 10,000 500,031 451,556 58,872 2,408,235 — 437,336 53,318 1,881,944 — 339,295 47,492 1,647,587 — 128,849 30,278 801,240 — 121,662 77,970 808,132 — 116,097 77,720 769,817 250,036 88,812 29,847 1,137,648 — 85,114 27,151 878,265 — — — 56,278 20,679 826,957 — — 36,860 687,714 36,710 666,710 2021 331,000 167,641 — 125,038 8,700 632,379 (1) (2) (3) (4) (5) The amounts shown in this column represent STIP payouts which are earned for performance in the year shown and were determined based on the achievement of certain Company performance goals, specific individual goals, objectives and Company risk management goals. For more information about our annual incentive awards, see “Short-Term Incentive Plan.” 2021 incentives were finalized at the Compensation Committee meeting in February 2022. The amounts shown in this column reflect discretionary bonuses paid to recognize the executives for their significant contributions. Mr. Moore’s 2020 bonus was for outstanding efforts related to PPP. The amounts shown in this column reflect RSUs granted to the NEOs and are disclosed as the aggregate grant date fair value of the awards. For additional information on our calculation of stock-based compensation, please refer to the notes to our audited financial statements for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K. Includes the change in the present value of the projected benefits under the SERP and ESIA, which is a non-cash amount that can vary from year to year based upon the underlying assumptions. Assumptions such as discount rate, retirement age and mortality age are reviewed annually by the Company and are intended to be individually appropriate. The amounts shown in this column for 2021 are composed of the amount of perquisites and other compensation described in the table below. (6) Mr. Moore was not a NEO during 2019. (7) Mr. Crotwell was not a NEO during 2019 or 2020. (8) Mr. Crotwell’s base salary increased from $287,000 to $375,000 per year effective July 1, 2021. 57 2022 Proxy Statement | EXECUTIVE COMPENSATION TABLES Amounts of perquisites and other compensation paid to our NEOs in 2021 are set forth below: Description Mills ($) Brolly ($) Hall ($) Moore ($) Crotwell ($) Personal use of company car 14,757 13,766 14,549 Auto allowance Employer 401(k) contributions Bank-owned life insurance premiums(1) Country club membership dues — 8,700 29,245 6,170 — 8,700 1,642 6,170 — 8,700 428 6,170 19,160 — 9,000 8,700 — — — 8,700 — — Total 58,872 30,278 29,847 36,860 8,700 (1) Details of our insurance plans are described below under the subheading “Life Insurance Plans.” Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2021. All of the restricted stock awards and RSU awards shown in the table below were granted under the 2012 Plan. There were no equity incentive plan unearned options for any of the NEOs. Name Drake Mills Stephen Brolly M. Lance Hall Jim Crotwell Preston Moore(4) Stock Awards Number of Shares or Units of Stock That Have Not Vested Grant Date 11/13/2018(2) 8/20/2021(3) 11/13/2018(2) 11/13/2018(2) 8/20/2021(3) 11/13/2018(2) 8/20/2021(3) N/A (#) 10,977 12,377 1,724 3,831 6,189 838 3,095 — Market Value of Shares or Units of Stocks That Have Not Vested(1) ($) 471,133 531,221 73,994 164,427 265,632 35,967 132,837 — (1) Market value is determined by multiplying the closing market price of our common stock on December 31, 2021, by the number of shares or units that have not vested. (2) (3) Time-based restricted stock awards that vest annually in 20% increments with the final tranche vesting on November 13, 2023. Time-based RSU awards that vest annually in 33.3% increments with the final tranche vesting on August 20, 2024. (4) Mr. Moore did not have any outstanding equity awards at December 31, 2021. 58 | 2022 Proxy Statement EXECUTIVE COMPENSATION TABLES EXECUTIVE COMPENSATION TABLES Option Exercises and Stock Vested The following table summarizes the stock awards that vested and stock options that were exercised during 2021 for the NEOs. There were no stock option awarded during the fiscal year ended December 31, 2021, for any of the NEOs. The amounts reflected below show the number of shares acquired at the time of exercise or vesting, as applicable. The amounts reported as value realized on vesting are shown on a before-tax basis: Option Awards Stock Awards Number of Shares Acquired on Exercise(1) (#) Value Realized on Exercise(2) ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting(3) ($) 73,096 2,657,576 — — — — — — — — 5,488 2,029 1,915 419 — 254,314 79,413 88,741 19,416 — Name Drake Mills Stephen Brolly M. Lance Hall Jim Crotwell Preston Moore (1) (2) (3) This represents Mr. Mills’ net exercise of his total outstanding stock options of 170,000 shares on November 12, 2021. The Company withheld a total of 96,904 shares of common stock underlying the options for payment of the exercise price and tax withholding. Value is determined by multiplying the closing market price of the Company’s stock on the date of exercise less the respective options strike price, by the number of shares acquired on exercise. Value is determined by multiplying the closing market price on the date of vest by the number of shares acquired upon vesting. 2012 Stock Incentive Plan In 2012, our Board adopted the 2012 Stock Incentive Plan, effective as of January 1, 2012. The 2012 Plan was subsequently approved by our stockholders at our 2012 annual meeting and is primarily administered by the Compensation Committee. The 2012 Stock Incentive Plan was amended and restated effective January 1, 2017. The equity grants that may be awarded under the 2012 Plan consist of incentive stock options, non- qualified stock options, stock appreciation rights, restricted stock awards, RSUs, dividend equivalent rights, PSUs or any combination thereof. Any of our employees, officers or directors may be eligible for an award, although incentive stock options may be granted only to participants who meet the definition of “employee” within the meaning of Section 422 of the IRS Code. 59 2022 Proxy Statement | EXECUTIVE COMPENSATION TABLES Supplemental Executive Retirement Plan and Executive Supplemental Income Agreement The SERP is limited to eligible executive employees as determined by our Board. In 2019, the Company entered into an ESIA agreement with Mr. Hall that provides, in addition to other benefits, an in-service benefit to Mr. Hall beginning at age 60 payable for 6 years. The intent of the Company is to assist NEOs with meeting retirement needs while providing an overall total compensation and benefits package that aligns pay with performance and is competitive in the market. The terms “Cause,” “Good Reason,” “Change in Control,” “Separation from Service” and “Accrued Liability Retirement Balance” are defined in the respective employment agreements with each NEO. Messrs. Moore and Crotwell do not have either a SERP or an ESIA. Name Drake Mills(2) Stephen Brolly(3) M. Lance Hall(4) M. Lance Hall(5) Plan Name SERP SERP SERP ESIA Number of Years of Credited Service (#) Present Value(1) of Accumulated Benefit as of 12/31/21 ($) Payments During Last Fiscal Year ($) 20 3 19 — 2,977,669 421,168 445,162 34,027 — — — — (1) Please see Note 14 - Employee Retirement Plan (401(k)), Other Benefit Plans in the Notes to the Consolidated Financial Statements in the 2021 Annual Report on Form 10-K for more information. (2) Annual installments of $264,040 in the first year after retirement, with an annual 1.5% cost of living adjustment (“COLA”) increase, paid until death. (3) Fifteen-year annual benefit based on 25% of base salary at the age of 65. For purposes of the present value calculation, the salary as of December 31, 2021, was used. (4) Annual installments of $118,939 in the first year after retirement, with an annual 1.5% COLA increase, paid until death. (5) Six-year installments based on 10% of salary at distribution age (60). For purposes of the present value calculation, the salary as of December 31, 2021, was used. Mr. Mills’ SERP, the Amended and Restated Executive Salary Continuation Plan, effective May 1, 2008, provides for certain benefits in connection with his retirement or a Change in Control. Upon attainment of his retirement date, which is the earlier of the date when he attains the age of 65 or his separation from service, Mr. Mills will receive an annual benefit of $264,040 that will increase by 1.5% each year, paid in equal installments until Mr. Mills’ death. Subject to the terms of the plan, if Mr. Mills dies, his designated beneficiary will receive the Accrued Liability Retirement Balance in a lump sum. If Mr. Mills’ employment terminates voluntarily or without Cause prior to the age of 65, Mr. Mills will receive, over three annual installments, an amount equal to the balance, on the date of his termination, of the Accrued Liability Retirement Balance. In the event Mr. Mills becomes disabled prior to retirement, he will receive all of his Accrued Liability Retirement Balance in a lump sum thirty days following his disability. Upon a Change in Control, Mr. Mills will receive such benefit as if he had been continuously employed and retired at the age of 65 and payments will commence on the first day of the month following the date Mr. Mills turns 65. If Mr. Mills is terminated for Cause at any time, notwithstanding any other provision in the plan to the contrary, he will forfeit all benefits under the plan and the plan will terminate. 60 | 2022 Proxy Statement EXECUTIVE COMPENSATION TABLES EXECUTIVE COMPENSATION TABLES Mr. Brolly’s SERP effective July 1, 2018, provides for certain salary continuation benefits. If Mr. Brolly experiences a Separation from Service after the age of 65, he will be entitled to an annual payment for 15 years equal to 25% of his base salary when he was 65 (the “Retirement Benefit”). If Mr. Brolly dies before reaching 65, he will not receive any benefit, but if he dies after attaining the age of 65, any remaining payments for the Retirement Benefit will be paid to his beneficiary. If Mr. Brolly voluntarily terminates his employment, is involuntarily terminated without Cause or for Good Reason or becomes disabled, he will receive the vested benefit of the Accrued Liability Retirement Balance as of the effective date of termination or disability in one lump sum payable within thirty days. If a Change in Control followed within two years by Mr. Brolly’s Separation from Service, Mr. Brolly will be entitled to a lump sum payment within 30 days of termination equal to the present value of the Retirement Benefit. Mr. Brolly’s interest in such payments will vest 10% for each year of service from August 17, 2018. In certain limited circumstances, Mr. Brolly may be permitted to draw on his benefit early. Mr. Hall’s Section §409A Amended & Restated Executive Salary Continuation Agreement, effective January 1, 2004, will pay, upon Mr. Hall’s retirement on or after he attains the of age 65 (“Hall Retirement Date”), an annual benefit of $118,939 that will increase by 1.5% each year, paid in equal installments until Mr. Hall’s death. If Mr. Hall dies while actively employed by the Bank or prior to the Hall Retirement Date, his designated beneficiary will receive the Accrued Liability Retirement Balance in a lump sum. If Mr. Hall is terminated without Cause or resigns prior to the age of 65, Mr. Hall will receive, as severance compensation over 15 annual installments, an amount equal to the accrued balance with interest, on the date of his termination, of Mr. Hall’s liability reserve account. Upon a Change in Control, if Mr. Hall is terminated, except for Cause, he will receive the annual benefit as if he had retired at the age of 65. Mr. Hall has an ESIA, effective October 29, 2019, which provides for, beginning at the age of 60 an annual amount equal to ten percent of Mr. Hall’s annualized base for the calendar year in which Mr. Hall attains the age of 60. The annual payments will begin within thirty days following Mr. Hall attaining the age of 60 and continue annually for six years. If Mr. Hall dies before 60, he will not receive any benefit, but if he dies after attaining the age of 60, any remaining payments will be paid to his beneficiary. If Mr. Hall is terminated involuntarily without Cause or experiences a Separation from Service for Good Reason or becomes disabled, he will receive 100% of the Accrued Liability Retirement Balance as of the effective date of the termination or disability. If Mr. Hall experiences a voluntary Separation from Service, he will receive the vested benefit of the Accrued Liability Retirement Balance as of the effective date of termination. Mr. Hall’s interest, prior to turning 60, shall vest based on each fully completed year of service after the effective date of the ESIA during which he is employed full-time with the sixth year of vesting being the first year in which Mr. Hall’s interest will become partially vested. If Mr. Hall experiences an involuntary Separation from Service within 24 months following a Change in Control, other than for Cause, he will be paid the present value of the benefit provided under the plan in one lump payment within thirty days following his termination. In certain limited circumstances, Mr. Hall may be permitted to draw on his benefit early. 61 2022 Proxy Statement | EXECUTIVE COMPENSATION TABLES Life Insurance Plans The Company has purchased bank owned life insurance (“BOLI”) on the life of certain NEOs and has entered into split dollar life insurance agreements that provide a life insurance benefit to the NEO’s designated beneficiary as described in the paragraphs below. Messrs. Crotwell and Moore do not have split dollar life insurance agreements. Name Drake Mills Drake Mills Drake Mills Stephen Brolly M. Lance Hall M. Lance Hall Agreement Effective Date 2/7/2001 5/1/2008 2/27/2020(1) 7/13/2018 7/23/2002 10/29/2019 Death Benefit Payable to Beneficiary at December 31, 2021 ($) 218,911 1,415,436 1,500,000 1,379,712 399,357 278,714 (1) On February 27, 2020, the Bank entered into an Amended and Restated Endorsement Split Dollar Life Insurance Agreement that replaced the Endorsement Method Split Dollar Life Insurance Agreement, dated October 29, 2019. The February 27, 2020 restatement was executed to correct the death benefit to a $1,500,000 payment as approved by the Board in 2019. Mr. Mills has (i) an Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement, effective February 7, 2001, with the Bank (the “2001 Agreement”), and (ii) an Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement, effective May 1, 2008, with the Bank. Under both agreements, Origin Bank has agreed to pay the premiums under life insurance policies issued with respect to Mr. Mills, and his designated beneficiaries will be entitled to 65% of the net-at-risk insurance portion of the proceeds upon his death. Under the 2001 Agreement, upon a Change of Control, if Mr. Mills is subsequently terminated without Cause, his designated beneficiaries will be entitled to the benefits under the 2001 Agreement as if he had died while employed by the Bank. On February 27, 2020, the Bank entered into an Amended and Restated Endorsement Split Dollar Life Insurance Agreement with Mr. Mills (the “2020 Agreement”) that amended and restated the Endorsement Method Split Dollar Life Insurance Agreement, dated October 29, 2019. The 2020 Agreement provides, upon Mr. Mills’ death, Mr. Mills’ beneficiary will be entitled to insurance proceeds of $1,500,000 unless (i) Mr. Mills is terminated for Cause or (ii) Mr. Mills is subject to a final removal or prohibition order issued by an appropriate federal banking agency of the Federal Deposit Insurance Act. The Bank owns the policy and will be the beneficiary of any remaining death proceeds after Mr. Mills’ interest is determined. No benefit will be paid under the 2020 Agreement if (i) Mr. Mills commits suicide or (ii) if the insurance company denies coverage in certain instances. Mr. Brolly has an Endorsement Split Dollar Life Insurance Agreement, effective July 13, 2018, with the Bank. Under the agreement, upon Mr. Brolly’s death, his designated beneficiary will be entitled to the lesser of (i) the present value of Mr. Brolly’s SERP had he worked until the age of 65 or (ii) one hundred percent of the total death proceeds of the individual insurance policy or policies adopted by the Bank for purposes of insuring Mr. Brolly’s life minus the greater of (x) the cash surrender value or (y) the aggregate premiums paid by the Bank. If Mr. Brolly is voluntarily or involuntarily terminated including termination for Cause, he will no longer be entitled to the benefits under the agreement. Mr. Brolly will 62 | 2022 Proxy Statement EXECUTIVE COMPENSATION TABLES EXECUTIVE COMPENSATION TABLES also no longer be entitled to the benefits under the agreement if he were subject to a final removal or prohibition order issued by a federal banking agency or his beneficiaries are denied coverage under the terms of the life insurance policies. Mr. Hall has a Life Insurance Endorsement Method Split Dollar Plan Agreement, effective July 23, 2002, as amended, with the Bank. Under the agreement, the Bank has agreed to pay the premiums under a life insurance policy issued with respect to Mr. Hall and Mr. Hall’s designated beneficiaries will be entitled to a certain portion of the insurance proceeds upon his death. In the event of Mr. Hall’s death or disability during employment with the Bank, his designated beneficiaries will be entitled to 80% of net- at-risk insurance portion of proceeds. Upon a Change in Control, if Mr. Hall is subsequently terminated without Cause, his designated beneficiaries will be entitled to the benefits under the agreement as if he had died while employed by the Bank. On October 29, 2019, the Company entered into a second Endorsement Split Dollar Life Insurance Agreement with Mr. Hall that provides additional key man coverage for the Company and a life insurance benefit to Mr. Hall’s designated beneficiary. Under this agreement, in the event of the death of Mr. Hall while being employed by the Bank, his designated beneficiaries will be entitled to receive the lesser of (i) the present value of the benefits Mr. Hall would have received under his ESIA or (ii) one hundred percent (100%) of the total death proceeds of the individual insurance policy or policies adopted by the Bank for purposes of insuring Mr. Hall’s life minus the greater of (x) the cash surrender value or (y) the aggregate premiums paid by the Bank. Mr. Hall’s beneficiaries will not be entitled to any payments under the Endorsement Split Dollar Life Insurance Agreement if his employment is voluntarily or involuntarily terminated or if he were subject to a final removal or prohibition order issued by a federal banking agency or his beneficiaries are denied coverage under the terms of the life insurance policies. Employment Arrangements, Change in Control Agreements, and Potential Payments Upon Termination or Change In Control Below are summaries of certain arrangements between the NEOs and the Company or Origin Bank. These summaries do not include all of the provisions of the employment or Change in Control agreements with each NEO, and this section is qualified in its entirety by reference to the full employment or Change in Control agreements which can be accessed through links in the exhibit index to the Company’s Form 10-K for the fiscal year ended December 31, 2021. The terms “Cause,” “Good Reason,” “Change in Control,” and “Change in Control Protection Period” are defined in the respective employment agreements with each NEO. DRAKE MILLS On February 27, 2020, the Company entered into a restated employment agreement with Drake Mills. The agreement provides for three-year terms that renew automatically for successive three-year terms unless either party provides at least 180 days’ notice of non-renewal. Under his employment agreement, Mr. Mills is entitled to a base salary of $835,800, which the Board can adjust, and an annual bonus the criteria of which is determined by the Board. In addition to a base salary and bonus, Mr. Mills is eligible to participate in the Company’s employee benefit plans in a comparable manner as other executives, to use a Company car and to receive 63 2022 Proxy Statement | EXECUTIVE COMPENSATION TABLES reimbursement or payment of professional development dues, professional organization membership costs, country-club dues, and business-related travel expenses. Mr. Mills’ employment agreement includes indefinite obligations of confidentiality and non- disparagement, and a prohibition, subject to certain geographic limitations, on soliciting Company customers or employees for two years after termination of his employment. Under the restated employment agreement, upon termination of employment for any reason other than Cause, Mr. Mills will be paid a prorated bonus based on his actual performance for the year. If Mr. Mills’ employment is terminated by the Company without Cause or by Mr. Mills for Good Reason, and such termination does not occur within a Change in Control Protection Period, then, subject to Mr. Mills entry into a valid release of claims in favor of the Company, Mr. Mills will be entitled to receive two times the sum of (i) his then-current base salary, (ii) the average short-term incentive plan bonus paid during the last three years immediately preceding termination, and (iii) the average discretionary bonus paid during the last three years immediately preceding termination to be paid in equal monthly installments over the twenty-four months following termination. The Company will also pay the cost of Mr. Mills’ premiums for continued participation in the Company medical hospitalization insurance program under COBRA for up to twenty-four months following termination, or, if doing so would cause the plans to provide discriminatory benefits, the Company will make monthly cash payments to Mr. Mills in an amount equal to the premium payments. If Mr. Mills’ employment is terminated by the Company without Cause or by Mr. Mills for Good Reason, and such termination occurs within the Change in Control Protection Period, then, subject to a valid release of claims in favor of the Company, Mr. Mills will be entitled to the sum of (i) three times his then-current base salary, (ii) three times the average short-term incentive plan bonus paid to him in the three calendar years immediately preceding the Change in Control, and (iii) three times the average discretionary bonus paid to him in the three calendar years immediately preceding the Change in Control, with such total amount reduced pro-rata for each full month that has elapsed between the Change in Control and the termination. The amount will be paid in a lump sum within sixty days of termination subject to certain exceptions. The Company will also pay the cost of COBRA premium- payments for a maximum of eighteen months. STEPHEN BROLLY Mr. Brolly does not have a formal employment agreement with the Company however, he entered into a Change in Control Agreement with the Bank on April 2, 2018. The Change in Control Agreement has an initial term of three years and automatically renews for successive one-year terms unless notice is given 90 days prior to the end of a term. If Mr. Brolly is terminated in the two years after a Change in Control or the earlier of (i) the date negotiations commence leading to the consummation of a Change in Control and (ii) six months prior to the effective date of a Change in Control other than for Cause or for Good Reason, then Mr. Brolly will be entitled to severance benefits. Those severance benefits will consist of (a) a lump sum cash payment of two times Mr. Brolly’s then-current base salary, (b) a lump sum cash payment of two times the average short-term incentive plan bonus paid to him within the three calendar years (or such fewer years as he has been employed by us) immediately preceding his termination, (c) two times the average discretionary bonus paid to him within the three calendar years (or such fewer years as he has been employed by us) immediately preceding his termination, 64 | 2022 Proxy Statement EXECUTIVE COMPENSATION TABLES EXECUTIVE COMPENSATION TABLES and (d) any equity-type award under any plan or arrangement becoming fully vested and exercisable. The Change in Control benefits will be paid no later than the thirtieth day following the later of (i) the termination of service and (ii) effective date of a Change in Control. Under the terms of the Change in Control Agreement, Mr. Brolly may not, for a period of one year following a Change in Control, solicit any of our customers in the year prior to termination in certain parishes and counties in which we are doing business and he may not recruit or hire any person who was an employee in the six-month period prior to termination. Mr. Brolly will also be entitled to the benefits described above in “Supplemental Executive Retirement Plan and Executive Supplemental Income Agreement” under his Supplemental Executive Salary Retirement Agreement, including benefits upon termination in connection with a Change in Control. M. LANCE HALL On February 27, 2020, the Company entered into a restated employment agreement with M. Lance Hall for three-year terms that renew automatically for successive three-year terms unless either party provides at least 180 days’ notice of non-renewal. Under the employment agreement, Mr. Hall is entitled to a base salary of $500,000, which the Board can adjust, and an annual bonus the criteria of which is determined by the Board. Mr. Hall is also eligible to participate in the Company’s employee benefit plans in a comparable manner as other executives, to use a Company car and to receive reimbursement or payment of professional development dues, professional organization membership costs, country-club dues, and business- related travel expenses. Under the terms of the restated employment agreement, Mr. Hall is subject to indefinite obligations of confidentiality and non-disparagement, and is prohibited, subject to certain geographic limitations, from soliciting Company customers or employees for two years after termination of employment. Upon termination of employment for any reason other than Cause, Mr. Hall will be paid a prorated bonus based on his actual performance for the year. If Mr. Hall’s employment is terminated by the Company without Cause or by Mr. Hall for Good Reason, and such termination does not occur within a Change in Control Protection Period, then, subject to Mr. Hall’s entry into a valid release of claims in favor of the Company, Mr. Hall will be entitled to receive two times the sum of (i) his then-current base salary, (ii) the average short-term incentive plan bonus he received in the three calendar years immediately preceding termination, to be paid in equal monthly installments over the twenty-four months following termination, and (iii) the average discretionary bonus he received in the three calendar years immediately preceding termination, to be paid in equal monthly installments over the twenty-four months following termination. The Company will also pay the cost of Mr. Hall’s premiums for continued participation in the Company medical hospitalization insurance program under COBRA for up to twenty-four months following termination, or, if doing so would cause the plans to provide discriminatory benefits, the Company will make monthly cash payments to Mr. Hall in an amount equal to the premium payments. If Mr. Hall’s employment is terminated by the Company without Cause or by Mr. Hall for Good Reason, and such termination occurs within the Change in Control Protection Period, then, subject to a valid 65 2022 Proxy Statement | EXECUTIVE COMPENSATION TABLES release of claims in favor of the Company, Mr. Hall will be entitled to the sum of (i) three times his then- current base salary, (ii) three times the average short-term incentive plan bonus paid to him in the three calendar years immediately preceding the Change in Control, with such total amount reduced pro-rata for each full month that has elapsed between the Change in Control and the termination, and (iii) three times the average discretionary bonus paid to him in the three calendar years immediately preceding the Change in Control, with such total amount reduced pro-rata for each full month that has elapsed between the Change in Control and the termination. The amount will be paid in a lump sum within sixty days of termination subject to certain limited exceptions. The Company will also pay the cost of COBRA premium-payments for a maximum of eighteen months. JIM CROTWELL Mr. Crotwell entered into a Change In Control agreement with the Company effective June 14, 2018. This agreement automatically renews for successive one-year terms unless notice is given 90 prior to the end of a term. If Mr. Crotwell is terminated in the two years after a Change in Control or the earlier of (i) the date negotiations commence leading to the consummation of a Change in Control and (ii) six months prior to the effective date of a Change in Control other than for Cause or for Good Reason, then Mr. Crotwell will be entitled to severance benefits. Those severance benefits will consist of a (a) lump sum cash payment of one time Mr. Crotwell’s then-current base salary, (b) a lump sum cash payment of one time the average short-term incentive plan bonus paid to him within the three calendar years immediately preceding his termination, and (c) any equity-type award under any plan or arrangement becoming fully vested and exercisable. The Change in Control benefits will be paid no later than the thirtieth day following the later of (i) the termination of service and (ii) effective date of a Change in Control. Under the terms of the Change in Control Agreement, Mr. Crotwell may not, for a period of one year following a Change in Control, solicit any of our customers in the year prior to termination in certain parishes and counties in which we are doing business and he may not recruit or hire any person who was an employee in the six month period prior to termination. PRESTON MOORE Mr. Moore entered into a Change in Control agreement with the Company effective March 28, 2018. Following an initial term that ended on March 27, 2021, this agreement automatically renews for successive one-year terms unless notice is given 90 days prior to the end of a term. If Mr. Moore is terminated in the two years after a Change in Control or the earlier of (i) the date negotiations commence leading to the consummation of a Change in Control and (ii) six months prior to the effective date of a Change in Control other than for Cause or for Good Reason, then Mr. Moore will be entitled to severance benefits. Those severance benefits will consist of (a) a lump sum cash payment of two times Mr. Moore’s then-current base salary, (b) a lump sum cash payment of two times the average short-term incentive plan bonus paid to him within the three calendar years immediately preceding his termination, (c) two times the average discretionary bonus paid to him within the three calendar years immediately preceding his termination, and (d) any equity-type award under any plan or arrangement becoming fully vested and exercisable. The Change in Control benefits will be paid no later than the thirtieth day following the later of (i) the termination of service and (ii) effective date of a Change in Control. Under the terms of the Change in Control Agreement, Mr. Moore may not, for a period of nine months following a Change in Control, solicit any of our customers in the year prior to termination in certain parishes and counties in which we are doing business and he may not recruit or hire any person who was an employee in the six-month period prior to termination. 66 | 2022 Proxy Statement EXECUTIVE COMPENSATION TABLES Potential Payments Upon Termination or Change In Control The table below shows the estimated amounts that could have been paid to each NEO in 2021 under his respective agreement (or agreements) and any applicable benefit plans in the event each NEO was terminated in certain instances. The following information is based on the executive’s base salary compensation at December 31, 2021, and 2021 bonuses which were paid in early 2022, and assumes the triggering event occurred on December 31, 2021. Capitalized terms used in this section have the meanings ascribed to them in the respective executive’s agreements. Drake Mills Termination by Company for Cause ($) Termination Other Than Termination for Cause ($) Death ($) Disability ($) Change-In- Control ($) Retirement ($) Employment Agreement Benefits Payable under SERP — — 2,699,911(1) 561,976(2) 561,976(2) 4,049,866(3) 561,976(2) 2,977,669(4) 2,977,669(4) 2,977,669(4) 6,105,573(5) 6,105,573(5) Accrued PTO(6) 128,617 128,617 128,617 128,617 128,617 128,617 Split Dollar Life Insurance eff. 02/07/2001(7) Split Dollar Life Insurance eff. 05/01/2008(8) Split Dollar Life Insurance eff. 10/29/2019(9) Company Paid Life Insurance(10) RSA/RSU Accelerated Vesting(11) Continuing Medical Coverage(12) — — — — — — — — — — — 218,911 1,415,436 1,500,000 400,000 — — — — — — — — — — — — 1,002,354 1,002,354 1,002,354 1,002,354 16,949 — — 12,712 — Totals 128,617 5,823,146 8,204,963 4,670,616 11,299,122 7,798,520 (1) Upon termination of employment without Cause or for Good Reason outside of the Change in Control Protection Period, Mr. Mills will be paid two times the sum of (i) his then current base salary, (ii) the average short-term incentive plan bonus compensation paid during the last three years preceding his date of termination and (iii) the average discretionary bonus paid during the last three years preceding his date of termination. The value reported excludes premium payments to which he would also be entitled that are included under “Continuing Medical Coverage.” (2) Upon termination of employment for any reason other than Cause, Mr. Mills will be paid a prorated short-term incentive plan bonus based on his actual performance for the year. For the purpose of this calculation, the value reported is the full year short-term incentive plan bonus amount paid to Mr. Mills for December 31, 2021. (3) Upon termination of employment without Cause or for Good Reason within the Change in Control Protection Period, Mr. Mills will be paid the sum of (i) three times his then current base salary, (ii) three times the average short-term incentive plan bonus paid during the last three years preceding his date of termination and (iii) three times average discretionary bonus paid during the last three years preceding his date of termination. The value reported excludes eighteen months of premium payments to which he would also be entitled. (4) Amounts are equal to the Accrued Liability Retirement Balance as of December 31, 2021. Under Mr. Mills’ SERP, upon termination without Cause or voluntary termination, he would receive the balance of his Accrued Liability Retirement Balance paid out in three annual installments of $992,556. Upon Mr. Mills’ death, his beneficiaries would receive a lump sum payment equal to the Accrued Liability Retirement Balance within 60 days of death. Upon disability, he would receive a lump sum payment of the Accrued Liability Retirement Balance within 30 days following disability. (5) Upon a Separation from Service after the age of 65 or a Change in Control, Mr. Mills will receive $264,040 in annual installments beginning on the first day of the month following Mr. Mills’ Separation from Service following the age of 65 until death. This amount is calculated using projected death at age 85 with an annual 1.5% COLA increase. (6) Company policy provides that, upon termination, all employees are paid for any accrued but unused paid time off (“PTO”). The PTO amount above is based on 2021 accrued and unused PTO hours as of December 31, 2021, times Mr. Mills’ hourly rate. (7) Split dollar life insurance dated February 7, 2001, provides for a $218,911 death benefit as of December 31, 2021, equal to 65% of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. This benefit is retained under each circumstance listed in the table above except for termination for cause. 67 2022 Proxy Statement | EXECUTIVE COMPENSATION TABLES (8) Split dollar life insurance dated May, 1, 2008, provides for a $1,415,436 death benefit payment to Mr. Mills’ beneficiaries. This is the amount equal to 65% of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. This benefit is retained under each circumstance listed in the table above except for termination for cause. (9) On February 27, 2020, the Bank entered into the 2020 Agreement that amended and restated the Endorsement Method Split Dollar Life Insurance Agreement, dated October 29, 2019. Prior to the amendment and restatement, the agreement provided for a formulaic death benefit in error. The 2020 agreement provided for a $1,500,000 death benefit payment as approved by the Board in 2019. This benefit is retained under each circumstance listed in the table above except for termination for cause. (10) Origin provides a life insurance benefit to eligible employees of two times the employee’s current salary up to a maximum of $400,000. (11) Accelerated vesting is provided on outstanding restricted stock awards in the event of death, disability, Change in Control, or retirement. This value was determined by multiplying the current number of unvested shares times the share price of $42.92 as of December 31, 2021. (12) Mr. Mills’ employment agreement provides he receive or have paid on his behalf for a period of up to eighteen months following termination date without Cause or resignation for Good Reason in of the Change in Control Protection Period, all COBRA premiums for continuation of Employer’s current medical hospitalization insurance program. If Mr. Mills is terminated without Cause or resigns for Good Reason outside of the Change in Control Protection Period, he will be entitled to two years of COBRA premiums until he secures alternative health benefits from a new employer or COBRA coverage terminates. Stephen Brolly Termination by Company for Cause ($) Termination Other Than Termination for Cause ($) Death ($) Disability ($) Change-In- Control ($) Retirement ($) Change in Control Agreement(1) Benefits Payable under SERP — — — 126,350(2) — — — 1,217,742(1) — 126,350(2) 1,149,817(3) 1,687,500(4) Accrued PTO(5) 57,098 57,098 57,098 57,098 57,098 57,098 Split Dollar Life Insurance eff. 07/13/2018(6) Company Paid Life Insurance(7) RSA Accelerated Vesting(8) — — — — — — 1,379,712 400,000 — — — — — — 73,994 73,994 73,994 73,994 Totals 57,098 183,448 1,910,804 257,442 2,498,651 1,818,592 (1) Mr. Brolly’s Change in Control Agreement provides that if he is terminated without Cause or for Good Reason in connection with a Change in Control, Mr. Brolly would be entitled to the sum of (i) two years of his then base salary, (ii) two times the average short-term incentive plan bonus paid to him in the last three years, and (iii) two times the average discretionary bonus paid during the last three years preceding his date of termination. (2) Under Mr. Brolly’s SERP, upon his voluntary Separation from Service or Involuntary Separation from Service without Cause or due to a disability, he would receive the vested Accrued Liability Retirement Balance in a lump sum. As of December 31, 2021, the Accrued Liability Retirement Balance was $421,168 and Mr. Brolly was vested in 30% of the benefit. (3) Upon a Change in Control, he receives the present value of his Accrued Liability Retirement Benefit in a lump sum. The value reported is based on his current salary and uses a three percent discount rate. (4) The total projected retirement benefit is based on his current salary with an annual benefit of $112,500 per year upon reaching normal retirement age of 65. Upon retirement, Mr. Brolly will receive annual installments beginning within thirty days of retirement and will be paid on the same date for fifteen years. The benefit provides a payout of 25% of Mr. Brolly’s base salary at retirement and was calculated using current base salary as of December 31, 2021. (5) Company policy provides that, upon termination, all employees are paid for any accrued but unused paid time off. The PTO amount above is based on 2021 accrued and unused PTO hours as of December 31, 2021, times Mr. Brolly’s hourly rate. (6) Split dollar life insurance, dated July 13, 2018, provides for a benefit equal to the lesser of (i) the present value of Mr. Brolly’s Supplemental Executive Retirement Agreement assuming he worked until the age of 65 or (ii) 100% of the total death proceeds of the individual insurance policies adopted by the Bank subject to certain adjustments. The value reported assumes he died on December 31, 2021, and is the present value death benefit payment of $1,379,712 to Mr. Brolly’s beneficiaries based on his current salary and a three percent discount. (7) Origin provides a life insurance benefit to eligible employees of two times the employee’s current salary up to a maximum of $400,000. (8) Accelerated vesting is provided on outstanding restricted stock awards in the event of death, disability, Change in Control, or retirement. This value was determined by multiplying the current number of unvested shares times the share price of $42.92 as of December 31, 2021. 68 | 2022 Proxy Statement EXECUTIVE COMPENSATION TABLES M. Lance Hall Employment Agreement Benefits Payable under SERP effective 01/01/2004 Executive Supplemental Income Agreement dated 10/29/2019 Termination by Company for Cause ($) — — — Termination Other Than Termination for Cause ($) 1,523,302(1) Death ($) Disability ($) 268,953(2) 268,953(2) Change-In- Control ($) 2,284,953(3) Retirement ($) 268,953(2) 727,785(4) 445,162(5) — 2,910,499(6) 2,910,499(6) 34,027(7) — 34,027(7) 198,960(8) 300,000(9) Accrued PTO(10) 76,942 76,942 76,942 76,942 76,942 76,942 Split Dollar Life Insurance 07/23/2002(11) Split Dollar Life Insurance 10/29/2019(12) Company Paid Life Insurance(13) RSA/RSU Accelerated Vesting(14) Continuing Medical Coverage(15) Totals — — — — — — — — — 49,150 399,357 278,714 400,000 430,059 — — — — — — — — — — 430,059 430,059 430,059 — 36,862 — 76,942 2,411,206 2,299,187 809,981 5,938,275 3,986,453 (1) Upon termination of employment without Cause or for Good Reason outside of the Change in Control Protection Period, Mr. Hall will be paid two times the sum of (i) his then current base salary, (ii) the average short-term incentive plan bonus paid during the last three years preceding his date of termination, and (iii) the average discretionary bonus paid during the last three years preceding his date of termination. The value reported assumes Mr. Hall’s 2020 employment agreement was in effect and excludes premium payments to which he would also be entitled that are included under “Continuing Medical Coverage.” (2) Upon termination of employment for any reason other than Cause, Mr. Hall will be paid a prorated short-term incentive plan bonus based on his actual performance for the year. For the purpose of this calculation, the value reported is the full year short-term incentive plan bonus amount paid to Mr. Hall for December 31, 2021. (3) Upon termination of employment without Cause or for Good Reason within the Change in Control Protection Period, Mr. Hall will be paid the sum of (i) three times his then current base salary, (ii) three times the average short-term incentive plan bonus paid during the last three years preceding his date of termination, and (iii) three times the average discretionary bonus paid during the last three years preceding his date of termination. The value reported assumes Mr. Hall’s 2020 employment agreement was in effect and terminated on December 31, 2021, and excludes eighteen months of premium payments to which he would also be entitled. (4) (5) Represents the Accrued Liability Retirement Balance as of December 31, 2021, for Mr. Hall. If Mr. Hall is terminated without Cause or resigns prior to the age of 65, Mr. Hall will receive, as severance compensation over 15 annual installments starting on the date he turns 65, an amount equal to the accrued balance with interest, on the date of his termination, of Mr. Hall’s liability reserve account. The number reported for the payment upon termination without Cause excludes interest that would be payable when payments begin being made when Mr. Hall turns 65. This value represents the value of the death benefit as of December 31, 2021, payable to Mr. Hall’s beneficiary in a lump sum on the 1st day of the month after death. (6) Mr. Hall’s SERP will pay, upon Mr. Hall’s retirement at age 65, an annual benefit of $118,939 that includes an annual 1.5% COLA increase, paid in equal installments until Mr. Hall’s death. Upon a Change in Control, if Mr. Hall is terminated, except for Cause, he will receive the annual benefit as if he had retired at the age of 65. The projected total retirement benefit of $2,910,499 assumes death at age 86 based on the MP 2015 Mortality table. (7) (8) Represents 100% of the Accrued Liability Retirement Balance as of the effective date of the termination or disability of Mr. Hall, which we assumed to be December 31, 2021. Represents the present value of the benefits provided under the ESIA as of December 31, 2021, in the event that Mr. Hall is involuntarily separated from service following a Change in Control, other than for Cause, using a three percent discount rate. (9) Mr. Hall has an ESIA, effective October 29, 2019, that provides for, beginning at the age of 60 and irrespective of whether Mr. Hall retires, an annual amount equal to ten percent of Mr. Hall’s annualized base salary for the calendar year in which Mr. Hall attains the age of 60. The annual payments will begin within thirty days following Mr. Hall turning 60 and continue annually for six years. For purposes of estimating the payment amount, we assumed that Mr. Hall retired and turned 60 on December 31, 2021. (10) Company policy provides that, upon termination, all employees are paid for any accrued but unused PTO. The PTO amount above is based on 2021 accrued and unused PTO hours as of December 31, 2021, times Mr. Hall’s hourly rate. (11) Represents 80% of the net-at-risk insurance portion of the proceeds as of December 31, 2021. The net-at-risk insurance portion is the total proceeds less the cash value of the policy, which will be paid in a lump sum upon Mr. Hall’s death. 69 2022 Proxy Statement | EXECUTIVE COMPENSATION TABLES (12) Under the 2019 Endorsement Split Dollar Life Insurance Agreement, in the event of the death of Mr. Hall while being employed by the Bank, his designated beneficiaries will be entitled to receive the lesser of (i) the present value of the benefit Mr. Hall would have received under his ESIA or (ii) the proceeds from his life insurance policy, excluding the greater of the cash surrender value or the aggregate premiums paid by the Bank. In the event Mr. Hall died on December 31, 2021, the Present Value is the lesser amount and was calculated using a three percent discount rate and a benefit based on his current salary as of December 31, 2021. (13) All active company employees are provided with life insurance providing for a death benefit of two times the annual salary up to a maximum of $400,000. (14) Accelerated vesting is provided on outstanding restricted stock awards in the event of death, disability, Change in Control, or retirement. This value was determined by multiplying the current number of unvested shares times the share price of $42.92 as of December 31, 2021. (15) Mr. Hall’s employment agreement provides he receive or have paid on his behalf for a period of up to eighteen months following his termination without Cause or resignation for Good Reason in the Change in Control Protection Period, all COBRA premiums for continuation of Employer’s current medical hospitalization insurance program. If Mr. Hall is terminated without Cause or resigns for Good Reason outside of the Change in Control Protection Period, he will be entitled to two years of COBRA premiums until he secures alternative health benefits from a new employer or COBRA coverage terminates. Jim Crotwell Change in Control Agreement(1) Company Paid Life Insurance(2) RSA/RSU Accelerated Vesting(3) Accrued PTO(4) Totals Termination by Company for Cause ($) Termination Other Than Termination for Cause ($) — — — 38,236 38,236 — — — 38,236 38,236 Death ($) — 400,000 168,804 38,236 607,040 Disability ($) — — 168,804 38,236 207,040 Change-In- Control ($) 525,880 — Retirement ($) — — 168,804 168,804 38,236 38,236 732,920 207,040 (1) Mr. Crotwell’s Change in Control Agreement provides that if he is terminated without Cause or for Good Reason in connection with a Change in Control, Mr. Crotwell would be paid (i) one time the sum of his then current base salary, and (ii) a lump sum of one time the average short-term incentive plan bonus paid to him in the last three years preceding his date of termination. (2) Origin provides a life insurance benefit to eligible employees of two times the employee’s current salary up to a maximum of $400,000. (3) Accelerated vesting is provided on outstanding restricted stock awards in the event of death, disability, Change in Control, or retirement. This value was determined by multiplying the current number of unvested shares times the share price of $42.92 as of December 31, 2021. (4) Company policy provides that, upon termination, all employees are paid for any accrued but unused PTO. The PTO amount above is based on 2021 accrued and unused PTO hours as of December 31, 2021, times the executive’s hourly rate. Preston Moore Change-in-Control Agreement(1) Company Paid Life Insurance(2) Accrued PTO(3) Totals Termination by Company for Cause ($) Termination Other Than Termination for Cause ($) — — 58,863 58,863 — — 58,863 58,863 Death ($) — 400,000 58,863 458,863 Disability ($) — — 58,863 58,863 Change-In- Control ($) 1,287,236 — 58,863 1,346,099 Retirement ($) — — 58,863 58,863 (1) Mr. Moore’s Change in Control Agreement provides that if he is terminated without Cause or for Good Reason in connection with a Change in Control, Mr. Moore would be paid two times the sum of (i) his then current base salary, (ii) the average short-term incentive plan bonus paid to him in the last three years preceding his date of termination, and (iii) the average discretionary bonus paid during the last three years preceding his date of termination. (2) Origin provides a life insurance benefit to eligible employees of two times the employee’s current salary up to a maximum of $400,000. (3) Company policy provides that, upon termination, all employees are paid for any accrued but unused PTO. The PTO amount above is based on 2021 accrued and unused PTO hours as of December 31, 2021, times the executive’s hourly rate. 70 | 2022 Proxy Statement EXECUTIVE COMPENSATION TABLES Chief Executive Officer Pay Ratio Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the annual total compensation of the Principal Executive Officer (“PEO”) to the annual total compensation of its median employee, other than the principal executive officer. The purpose of the pay ratio disclosure is to provide a quantitative measure of the equitability of pay within an organization. We believe our compensation philosophy and process yield an equitable result: Median employee total annual compensation (other than the PEO) Total annual compensation of Drake Mills, our PEO Ratio of PEO to median employee compensation $ 70,008 $ 2,408,235 1:34 The pay ratio above represents the Company’s reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. Applicable rules and guidance provide flexibility in how companies identify the median employee and other companies may use different methodologies or make different assumptions. We took the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and PEO: • The median employee was identified for 2021 based on the employee population of 790 on December 31, 2021, which consisted of all full-time, part-time, temporary, and seasonal employees employed on that date. • To find the median of the annual total compensation of all our employees (other than our PEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for the fiscal year 2021. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2021, but who did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. • We identified our 2021 median employee using this compensation measure and methodology, which was consistently applied to all employees who were included in the calculation. In order to determine the median employee, we then reviewed the employee list based upon a ranking of the total cash compensation of all employees other than our PEO. • We calculated the 2021 total compensation for this employee by adding together all elements of the median employee’s compensation for 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $70,008. We then calculated the median employee’s total annual compensation figure by aggregating the value of all wages, cash incentives, equity incentives, Employee 401(k) employer contributions and any applicable perquisites earned or paid in 2021 in the same manner as we calculated the total annual compensation of our PEO for purposes of the Summary Compensation Table. • With respect to the annual total compensation of our PEO, we used the amount reported in the “Total” column of our 2021 Summary Compensation Table. 71 2022 Proxy Statement | PROPOSAL 2: ADVISORY VOTE ON THE SAY-ON-PAY PROPOSAL PROPOSAL 2: ADVISORY VOTE ON THE SAY-ON-PAY PROPOSAL Proposal Snapshot What am I voting on? Stockholders are being asked, as required by Section 14A of the Exchange Act, to approve, on an advisory basis, the compensation of the NEOs for 2021 as described in the “Compensation Discussion and Analysis” section beginning on page 40 and the “Executive Compensation Tables” section beginning on page 57. Voting recommendation: FOR the advisory vote to approve executive compensation. The Compensation Committee takes its stewardship responsibility to oversee the Company’s compensation programs very seriously and values thoughtful input from stockholders. The Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. This proposal, commonly known as a “Say-On-Pay” proposal, gives our stockholders the opportunity to express their views on our NEO compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this proxy statement. The compensation of our NEOs subject to the vote is disclosed in the Executive Compensation Tables and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, we believe that our compensation policies and decisions are focused on ensuring management’s interests are aligned with our stockholders’ interests to support long-term stockholder value creation. Compensation of our NEOs is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment. Accordingly, we ask our stockholders to indicate their support for the compensation of our NEOs as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the stockholders hereby approve, on a non-binding advisory basis, the compensation of our named executive officers as reflected in this proxy statement and as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the compensation tables, narratives and all related material.” Because your vote is advisory, it will not be binding upon the Board. However, the views expressed by our stockholders, whether through this vote or otherwise, are important to our management and Board. Our Compensation Committee intends to consider results of this vote when evaluating our compensation policies and practices in the future. 72 | 2022 Proxy Statement PROPOSAL 2: ADVISORY VOTE ON THE SAY-ON-PAY PROPOSAL Advisory approval of this Proposal 2 requires that the proposal receive “For” votes from the holders of a majority of the shares present virtually or represented by proxy and entitled to vote on the matter at the Annual Meeting that cast votes with respect to this Proposal 2. Abstentions and broker non-votes will count towards a quorum, but will have no effect on the outcome of this Proposal 2. Recommendation of the Board of Directors THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. 73 2022 Proxy Statement | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Proposal Snapshot What am I voting on? Stockholders are being asked to ratify the appointment of BKD, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection of the independent registered public accounting firm to our stockholders for ratification. If our stockholders should not ratify the appointment of BKD, LLP, the Audit Committee will reconsider the appointment. Voting recommendation: FOR the ratification of the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. BKD, LLP has been approved by the Audit Committee of the Company to be the independent registered public accounting firm of the Company for the 2022 fiscal year and has served as the Company’s auditors since 2016. The Company has been advised by BKD, LLP that neither it nor any of its members had any financial interest, direct or indirect, in the Company nor has BKD, LLP had any connection with the Company or any of the Company’s subsidiaries in any capacity other than as an independent registered public accounting firm. Stockholder ratification of the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year is not required by the Company’s Bylaws, state law or otherwise. However, the Board is submitting the appointment of BKD, LLP to the Company’s stockholders for ratification as a matter of good corporate governance. If our stockholders fail to ratify the appointment, the Audit Committee will consider this information when determining whether to retain BKD, LLP for future services. Representatives of BKD, LLP are expected to be in attendance at the Annual Meeting and will be afforded the opportunity to make a statement. The representatives will also be available to respond to questions. The ratification of such appointment will require the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote at the Annual Meeting. Recommendation of the Board of Directors THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF BKD, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022. 74 | 2022 Proxy Statement PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OTHER INFORMATION OTHER INFORMATION Stock Ownership of Principal Stockholders, Directors and Management The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of February 25, 2022, by (i) current directors and NEOs of the Company, (ii) each person who is known by the Company to own beneficially 5% or more of the Company’s common stock and (iii) all directors and executive officers as a group. Unless otherwise indicated, based on information furnished by such stockholders, management of the Company believes that each person has sole voting and dispositive power over the shares indicated as owned by such person. The table below calculates the percentage of beneficial ownership based on 23,748,748 shares of common stock outstanding as of February 25, 2022. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to convertible or exercisable securities held by that person that are currently exercisable or convertible or exercisable or convertible within 60 days of February 25, 2022, if any. However, we did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person. Name and Address of Beneficial Owner 5% Holders T. Rowe Price Associates, Inc.(1) BlackRock, Inc.(2) American Century Investment Management, Inc.(3) All Directors, Nominees and Named Executive Officers Stephen Brolly(4) Daniel Chu Jim Crotwell(5) James D’Agostino, Jr.(6) (7) James Davison, Jr.(6) (8) A. La’Verne Edney(6) Meryl Farr(6) Richard Gallot, Jr.(6) Stacy Goff (6) M. Lance Hall(9) Michael Jones(6) Gary Luffey(6) Farrell Malone(6) Drake Mills(10) Preston Moore(11) Elizabeth Solender(6) (12) Steven Taylor(6) Number of Common Stock Shares Beneficially Owned (#) Percent of Class (%) 3,197,789 1,672,293 883,126 14,919 — 13,788 59,589 668,670 826 826 3,773 3,293 51,477 207,723 153,159 7,384 185,533 51,775 14,686 49,398 13.5 7.0 3.7 * * * * 2.8 * * * * * * * * * * * * All Directors Nominees and Executive Officers, as a group (17 persons) 1,486,819 * Less than 1%. 75 2022 Proxy Statement | OTHER INFORMATION (1) Represents shares of the Company’s common stock beneficially owned as of December 31, 2021, based on the Schedule 13G/A filed by T. Rowe Price Associates, Inc. on February 14, 2022. According to the Schedule 13G/A, T. Rowe Price Associates, Inc. has sole voting power with respect to 985,118 shares and sole dispositive power with respect to 3,197,789 shares of the Company’s common stock. The mailing address for T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202. (2) Represents shares of the Company’s common stock beneficially owned as of December 31, 2021, based on the Schedule 13G/A filed by BlackRock, Inc. on February 3, 2022. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power with respect to 1,626,037 shares and sole dispositive power with respect to 1,672,293 shares of the Company’s common stock. The mailing address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. (3) Represents shares of the Company’s common stock beneficially owned as of December 31, 2021, based on the Schedule 13G/A filed by American Century Investment Management, Inc. on February 4, 2022. According to the Schedule 13G/A, American Century Investment Management, Inc. has sole voting power with respect to 865,694 shares and sole dispositive power with respect to 883,126 shares of the Company’s common stock. The mailing address for American Century Investment Management, Inc. is 4500 Main Street, 9th Floor, Kansas City, Missouri, 64111. (4) (5) (6) (7) (8) (9) (10) (11) Includes 1,724 shares of unvested restricted stock and 2,584 shares held in the Employee 401(k) allocated to Mr. Brolly’s account. Includes 3,000 shares held of record in an individual retirement account for his benefit, 838 shares of unvested restricted stock and 8,094 shares held in the Employee 401(k) allocated to Mr. Crotwell’s account. Includes 826 shares of unvested restricted stock. Includes 18,131 shares of common stock held by Houston Trust Company. Mr. D’Agostino, Jr. serves as chairman of the Board of Directors and on the Investment Committee of Houston Trust Company and has shared voting and dispositive power over the shares. Mr. D’Agostino, Jr. disclaims any beneficial ownership in the shares of common stock held by Houston Trust Company, except to the extent of his pecuniary interest in Houston Trust Company. Pursuant to SEC rules, the inclusion of these securities in this proxy statement shall not be deemed an admission of beneficial ownership of all of the reported securities by any reporting person for purposes of Section 16 or for any other purpose. Additionally, his holdings include 26,544 shares held jointly by Mr. D’Agostino, Jr. and his spouse. Includes 14,816 shares held of record by Mr. Davison’s children. Includes 3,831 shares of unvested restricted stock and 31,190 shares held in the Employee 401(k) allocated to Mr. Hall’s account. Includes 3,466 shares held of record in an individual retirement account for his benefit, 10,977 shares of unvested restricted stock and 50,390 shares held in the 401(k) allocated to Mr. Mills’ account. Includes 40,002 shares held jointly by Mr. Moore and his spouse, 10,273 shares held in the Employee 401(k) allocated to Mr. Moore’s account, and 1,500 shares held of record in an individual retirement account for Mr. Moore’s benefit. (12) Includes 7,000 shares held of record in an individual retirement account for Ms. Solender’s benefit. Delinquent Section 16(a) Reports Section 16(a) of the 1934 Act requires the Company’s directors and certain officers, as well as persons who beneficially own more than 10% of the outstanding shares of our common stock, to file reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC. Based solely on a review of the reports filed for the fiscal year ending December 31, 2021, and related written representations, we believe that all Section 16(a) reports were filed on a timely basis, except for a late filing of a Form 4 reporting one late transaction required to be filed by Michael Jones due to an administrative error. 76 | 2022 Proxy Statement OTHER INFORMATION ANNUAL REPORT ON FORM 10-K ANNUAL REPORT ON FORM 10-K Our financial statements for the fiscal year ended December 31, 2021, are included in our Annual Report on Form 10-K, which was filed with the SEC on February 23, 2022. Our annual report and this proxy statement are posted on our website at www.origin.bank and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report and any exhibits thereto without charge by sending a written request to Investor Relations, Origin Bancorp, Inc., 500 South Service Road East, Ruston, Louisiana 71270. The Annual Report on Form 10-K includes financial statements required to be filed with the SEC pursuant to the Exchange Act for the fiscal year ended December 31, 2021, and the report thereon of BKD, LLP, the Company’s independent registered public accounting firm. The annual report is not incorporated into this proxy statement and is not considered proxy-soliciting material. 77 2022 Proxy Statement | HOUSEHOLDING OF PROXY MATERIALS HOUSEHOLDING OF PROXY MATERIALS The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means additional convenience for stockholders and cost savings for companies by reducing printing and postage costs. This year, we expect that a number of brokers with account holders who are stockholders will be “householding” the Company’s proxy materials. If you have received a notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders should contact their brokers if they currently receive multiple copies of the Notice or of printed proxy materials at their addresses and would like to request “householding” of their communications or, alternatively, if such stockholder no longer wishes to participate in “householding” who would prefer to receive separate copies. A single Notice or, if applicable, a single set of printed proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received by the Company from the affected stockholders. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice or set of printed proxy materials, please direct your written request to Corporate Secretary, at 500 South Service Road East, Ruston, Louisiana 71270, or contact the Company at (318) 255-2222. ORIGIN BANCORP, INC. Jim Crotwell Corporate Secretary Ruston, Louisiana March 15, 2022 78 | 2022 Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to __________ Commission file number 001-38487 Origin Bancorp, Inc. (Exact name of registrant as specified in its charter) Louisiana (State or other jurisdiction of incorporation or organization) 72-1192928 (I.R.S. Employer Identification Number) 500 South Service Road East Ruston, Louisiana 71270 (318) 255-2222 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Securities Registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Exchange on which Registered Common Stock, par value $5.00 per share OBNK Nasdaq Stock Market LLC Securities Registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one) Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was $937.8 million as of June 30, 2021, the last business day of the Registrant's most recently completed second fiscal quarter. Solely for the purpose of this computation, it has been assumed that executive officers and directors of the Registrant are "affiliates". Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: 23,748,748 shares of Common Stock, par value $5.00 per share, were issued and outstanding as of February 16, 2022. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders of Origin Bancorp, Inc. to be held on April 27, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended December 31, 2021. ORIGIN BANCORP, INC. FORM 10-K DECEMBER 31, 2021 INDEX Cautionary Note Regarding Forward-Looking Statements PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. [Reserved] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures about Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibits, Financial Statement Schedules Signatures Page 3 4 4 22 42 43 43 43 44 44 45 46 70 72 136 136 138 139 139 139 139 139 139 140 140 142 Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words "anticipates," "believes," "estimates," "expects," "foresees," "intends," "plans," "projects," and similar expressions or future or conditional verbs such as "could," "may," "might," "should," "will," and "would," or variations or negatives of such terms are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing words. Forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in our forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: • • • • • • • • • • • • • • • • business and economic conditions generally and in the financial services industry, nationally and within our local market areas, including the impact of supply-chain disruptions and labor pressures; natural disasters and adverse weather events, acts of terrorism, an outbreak of hostilities, regional or national protests and civil unrest (including any resulting branch closures or property damage), widespread illness or public health outbreaks or other international or domestic calamities, and other matters beyond our control; system failures, cybersecurity threats and/or security breaches and the cost of defending against them; the duration and impact of the coronavirus ("COVID-19") pandemic and efforts to contain its transmission, as well as the impact of the actions taken by governmental authorities to address the impact of COVID-19 on the United States economy, including, without limitation, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act") and any related future economic stimulus legislation; deterioration of our asset quality; risks associated with widespread inflation or deflation; factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance, including any loans acquired in acquisition transactions; changes in the value of collateral securing our loans; our ability to anticipate interest rate changes and manage interest rate risk; the effectiveness of our risk management framework and quantitative models; our inability to receive dividends from our bank subsidiary and to service debt, pay dividends to our common stockholders, repurchase our shares of common stock and satisfy obligations as they become due; changes in our operation or expansion strategy or our ability to prudently manage our growth and execute our strategy; changes in management personnel; our ability to maintain important deposit customer relationships, our reputation or otherwise avoid liquidity risks; increasing costs as we grow deposits; operational risks associated with our business; 3 • • • • • • • • • • • • • • • volatility and direction of market interest rates; increased competition in the financial services industry, particularly from regional and national institutions; our level of nonperforming assets and the costs associated with resolving any problem loans, including litigation and other costs; our ability to comply with applicable capital and liquidity requirements, including our ability to generate liquidity internally or raise capital on favorable terms, including continued access to the debt and equity capital markets; changes in the utility of our non-GAAP liquidity measurements and their underlying assumptions or estimates; difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the market areas in which Origin operates and in which its loans are concentrated; an increase in unemployment levels and slowdowns in economic growth; the credit risk associated with the substantial amount of commercial real estate, construction and land development, and commercial loans in our loan portfolio; changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, as well as tax, trade, monetary and fiscal matters; periodic changes to the extensive body of accounting rules and best practices, may change the treatment and recognition of critical financial line items and affect our profitability; further government intervention in the U.S. financial system; compliance with governmental and regulatory requirements, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and others relating to banking, consumer protection, securities and tax matters; uncertainty regarding the future of the London Interbank Offered Rate and the impact of any replacement alternatives on our business; system failures, cybersecurity threats and/or security breaches and the cost of defending against them; and our ability to manage the risks involved in the foregoing. The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. In addition, as a result of these and other factors, our past financial performance should not be relied upon as an indication of future performance. Accordingly, you should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties emerge from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. PART I Item 1. Business Our Company Unless the context otherwise requires, references in this Annual Report on Form 10-K 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 Bank, our wholly-owned bank subsidiary. 4 Origin is a financial holding company headquartered in Ruston, Louisiana. Our wholly-owned bank subsidiary, Origin Bank, was founded in 1912. Deeply rooted in our history is a culture committed to providing personalized, relationship banking to our clients and communities. We provide a broad range of financial services to businesses, municipalities, high net worth individuals and retail clients. We currently operate 44 banking centers from Dallas/Fort Worth and Houston, Texas across North Louisiana and into Mississippi. At December 31, 2021, we had total assets of $7.86 billion, total loans of $5.23 billion, total deposits of $6.57 billion and total stockholders' equity of $730.2 million. We completed an initial public offering of our common stock in May 2018. Our common stock is listed on the Nasdaq Global Select Market under the symbol "OBNK." We are committed to building unique client experiences through a strong culture, experienced leadership team and a focus on delivering unmatched customer service throughout Texas, Louisiana and Mississippi. Our success has been based on (1) a talented team of relationship bankers, executives and directors; (2) a diverse footprint with stable and growth-oriented markets; (3) differentiated and customized delivery and service; (4) our core deposit franchise and (5) an ability to significantly leverage our infrastructure and technology. Successful execution of our strategic plan has produced significant growth in our franchise. Since 2005, we have enhanced our growth by integrating three bank acquisitions, entering denovo into several expansion markets, expanding our product offerings in mortgage lending and servicing as well as in insurance and private banking. We have supported our markets by hiring a number of experienced in-market bankers and banking teams. To support our growth, we raised over $281.8 million of new Tier 1 capital since 2006, including proceeds from our initial public offering completed in May 2018, and in 2020, issued subordinated notes that are treated as Tier 2 capital for regulatory purposes. Through these efforts, we have successfully increased our market share in our key geographic markets. Our Competitive Strengths and Banking Strategy Organic Growth Capabilities with Strategic Acquisitions We have historically been able to demonstrate our ability to grow our loans and deposits organically. Our team of seasoned bankers has been an important driver of our organic growth by further developing banking relationships with current and potential clients. Our relationship bankers are motivated to increase the size of their loan and deposit portfolios and generate fee income while maintaining strong credit quality. To promote our organic growth, we strategically locate banking centers within our markets and employ highly experienced relationship bankers who proactively develop valuable relationships within the communities that we serve. Through these relationships, our bankers are able to capitalize on loan demand across a wide range of industries. This allows us to not only diversify our loan portfolio, but also focus on loans with quality credit characteristics. We focus on generating core deposits and, in particular, noninterest-bearing deposits, as our primary funding source to support loan growth. We believe motivating our relationship bankers to generate strong core, noninterest-bearing deposit growth enhances our ability to build and strengthen client relationships and provide stable funding for future growth. We also intend to continue pursuing selective acquisition opportunities that we expect will enhance our business model in markets across our attractive geographic footprint. A Unique from Within Client Experience Our mission is to passionately pursue ways to make banking and insurance more rewarding for our employees, customers, communities, and stockholders. We recognize that providing a distinguished client service begins with a commitment to building, training and retaining a customer-focused team that exemplifies our core values. Relationships built upon trust, encouraging a strong work ethic, innovation, flexibility and forward-thinking, genuine respect for others, cultivating a commitment to our community and never compromising on integrity are the benchmarks of our values and our promise is to make every customer feel like our only customer, every time. 5 Concentration on Sound Asset Quality We believe that asset quality is a key to long-term financial success. We seek to maintain sound asset quality by moderating credit risk, adhering to prudent lending practices and promoting a relationship-based approach to commercial and consumer banking. Our executive management team has extensive knowledge of the bank regulatory landscape, significant experience navigating interest rate and credit cycles and a long history of collaboration, which we believe may help us avoid or mitigate unforeseen losses. Expanding Revenue Sources We offer commercial and retail customers a wide range of products and services that provide us with a diversified revenue stream and help us to solidify customer relationships. We provide products and services that compete with large, national banks but with the personalized attention and responsiveness of a relationship-focused community bank. Our offerings include traditional retail deposits, treasury management, commercial deposits, mortgage origination and servicing, insurance, mobile banking and online banking. Our clients value our ability to provide the sophisticated products and services of larger banks, but with a local and agile decision-making process, a focus on building personal relationships, and a commitment to investing in the local economy and community. This allows us to build Origin Bank by focusing on low-cost core deposit relationships, high credit quality loans, and fee income generated by value-added services. It also allows us to develop strong relationships across industries, creating a diverse commercial loan portfolio. We believe we have an attractive mix of loans and deposits. At December 31, 2021, our loans held for investment ("LHFI") portfolio was comprised of 39.8% commercial and industrial loans (including Paycheck Protection Program ("PPP") and mortgage warehouse loans), and 42.5% commercial real estate loans (including construction/land/land development). This focus on commercial lending increases the asset sensitivity of our balance sheet and provides potential growth opportunities. At December 31, 2021, approximately 32.9% of our deposits were noninterest-bearing demand deposits, and our cost of total deposits was 0.22% for the year ended December 31, 2021. Our Markets We currently operate in the markets of Dallas/Fort Worth and Houston, Texas, North Louisiana and Mississippi, all of which offer attractive combinations of diversity, growth and stability. The Dallas/Fort Worth and Houston markets represent two of the largest and fastest-growing metropolitan areas in the country. These markets provide attractive economic environments and offer significant deposit and lending opportunities as they are home to many large and mid-size corporations across a wide range of industries that include healthcare, manufacturing, higher education, agriculture, energy, transportation and technology. The North Louisiana markets offer a stable economic climate with lower costs associated with deposit gathering and our operational platform. Our footprint in Mississippi comprises areas of significant commercial investment and additional growth opportunities. We believe all of our markets throughout Texas, Louisiana and Mississippi provide favorable business climates and continued opportunity for growth. Our Banking Services We are focused on delivering a broad range of relationship-driven financial services tailored to meet the needs of small and medium-sized businesses, municipalities, high net worth individuals and retail clients. We principally operate in one business segment, community banking. We are primarily engaged in attracting deposits from individuals and businesses and using these deposits and borrowed funds to originate commercial, residential mortgage, construction and consumer loans. We have grown our assets, deposits, and business primarily organically by building on our lending products, expanding our deposit products and delivery capabilities, opening new branches, and hiring experienced bankers with existing customer relationships in our market areas. A general discussion of the range of financial services we offer follows. Lending Activities We originate loans primarily secured by single and multi-family 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. Our loan portfolio at the dates indicated was comprised as follows: 6 (Dollars in thousands) Real estate: Owner occupied commercial real estate Non-owner occupied commercial real estate Total commercial real estate (1) Owner occupied construction/land/land development Non-owner occupied construction/land/land development Total construction/land/land development Residential real estate Total real estate PPP Commercial and industrial Mortgage warehouse lines of credit Consumer loans Total LHFI December 31, 2021 2020 $ 523,655 $ 1,169,857 1,693,512 160,131 369,952 530,083 909,739 3,133,334 105,761 1,348,474 627,078 16,684 $ 5,231,331 $ 460,524 927,415 1,387,939 100,755 431,105 531,860 885,120 2,804,919 546,519 1,271,343 1,084,001 17,991 5,724,773 ____________________________ (1) Includes commercial real estate loans accounted at fair value at December 31, 2020. Commercial Real Estate Loans and Construction/Land/Land Development Loans. We primarily originate commercial real estate loans and construction/land/land development loans that are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized over 20 to 30 years, with balloon payments typically due at the end of five years. These loans are generally underwritten by addressing cash flow (debt service coverage), primary, secondary, and tertiary sources of repayment, the financial strength of any guarantor, the strength of the tenant (if any), the borrower's liquidity and leverage, management experience, ownership structure, economic conditions, industry-specific trends and collateral. Commercial real estate loans have contributed interest income of $61.8 million and $59.1 million for the years ended December 31, 2021 and 2020, respectively, while construction/land/land development loans have contributed interest income of $21.9 million and $25.3 million for the years ended December 31, 2021 and 2020, respectively. Consumer Loans and Residential Real Estate Loans. Our consumer loan portfolio is primarily composed of secured and unsecured loans that we originate. The largest component of our consumer loan portfolio is for residential real estate purposes. We originate one-to-four family, owner-occupied residential mortgage loans generally secured by property located in our primary market areas. The majority of our residential mortgage loans consist of loans secured by owner-occupied, single-family residences. These loans are underwritten by giving consideration to the borrower's ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio. Consumer loans also include closed-end second mortgages, home equity lines of credit and our mortgage loans held for sale. Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generally one to seven years. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of any guarantor, the borrower's liquidity and leverage, management experience, ownership structure, economic conditions, industry specific trends and collateral. Commercial and industrial loans have contributed interest income of $67.1 million and $64.6 million for the years ended December 31, 2021 and 2020, respectively. Mortgage Warehouse Loans. Mortgage warehouse loans are extended to mortgage companies and secured by loan participations in mortgages that are typically sold within 15 to 25 days. The loans are underwritten by the approved mortgage company using agency or investor guidelines. The loans are then committed to a secondary market investor and are primarily made up of agency-eligible conventional loans (Fannie Mae, Freddie Mac), government loans (Ginnie Mae, FHA loans, VA loans, USDA Rural Housing Development loans) and qualified jumbo loans. Mortgage warehouse loans have contributed interest income of $27.5 million and $22.3 million for the years ended December 31, 2021 and 2020, respectively. 7 Paycheck Protection Program Loans. We were a participating lender in the PPP established under the CARES Act and administered by the Small Business Administration (“SBA”) in 2020 and 2021. At December 31, 2021 and 2020, there were approximately $105.8 million and $546.5 million, respectively, in PPP loans outstanding, net of $3.0 million and $9.6 million, respectively, in net deferred loan fees. The majority of PPP loans have a maximum maturity of five years and earn interest at 1%. PPP loans are fully guaranteed by the U.S. government and can be forgiven by the SBA if the borrower uses the proceeds to pay specified expenses. We believe that the vast majority of our PPP loans will ultimately be forgiven by the SBA in accordance with the terms of the program. Credit Risks. The principal economic risk associated with each category of loans we make is the creditworthiness of the borrower and the ability of the borrower to repay the relevant loan. Borrower creditworthiness is affected by general economic conditions, including interest rates, inflation, and in the case of commercial borrowers, demand for the borrower's products and services, and other factors affecting the borrower's customers, suppliers and employees. Mortgage Warehouse loan risk is primarily centered in the borrower’s adherence to agency or investor underwriting guidelines, while the risk associated with the underlying consumer mortgage loan repayment, as similar to other consumer loans, depends on the borrower's financial stability and are more likely than commercial loans to be adversely affected by divorce, job loss, illness and other personal hardships. Risks associated with real estate loans also include fluctuations in the value of real estate, new job creation trends, tenant vacancy rates, economic downturns that create the need for temporary payment forbearances and, in the case of commercial borrowers, the quality of the borrower's management. Consumer loan repayments depend on the borrower's financial stability and are more likely than commercial loans to be adversely affected by divorce, job loss, illness and other personal hardships. Lending Philosophy. Our lending philosophy is driven by our commitment to centralized underwriting for all loans, local market knowledge, long-term customer relationships and a conservative credit culture. To implement this philosophy, we have established various levels of authority and review, including our Credit Risk Management Group. In each loan review, we emphasize cash flow and secondary and tertiary repayment sources, such as guarantors and collateral. We generally avoid lending to highly cyclical industries and typically avoid making certain types of loans that we consider to be higher risk. Lending Policies. We have established common documentation requirements and policies for each type of loan. We have also established a corporate loan committee with authority to approve loans up to the legal lending limit of Origin Bank. During 2021, credit relationships of $8.0 million or greater are generally presented to the corporate loan committee for approval or ratification of approval prior to committing to the loan. The corporate loan committee meets weekly and on an ad hoc basis as needed. Origin Bank's board of directors reviews our lending policies and procedures at least annually. In addition, there are legal restrictions on the maximum amount of loans available for each lending relationship. At December 31, 2021, Origin Bank's legal lending limit under the Louisiana Banking Law and Regulation O of the Board of Governors of the Federal Reserve System (the "Federal Reserve") was $204.1 million for secured loans to a single borrower, $81.6 million for unsecured loans to a single borrower and $127.9 million for loans to a single insider which represents 15% of the Bank's capital and surplus as required by regulation. At December 31, 2021, we had established a general in-house lending limit ranging between $30.0 million and $35.0 million to any one borrower, excluding mortgage warehouse lines of credit, based upon our internal risk rating of the relationship. Due to multiple sources of repayment, mortgage warehouse lines of credit, has a general in-house lending limit ranging between $30.0 million and $75.0 million to any one borrower, Deposits and Other Sources of Funds An important aspect of our business franchise is the ability to gather deposits. At December 31, 2021, we held $6.57 billion of total deposits and have grown deposits at a compound annual growth rate of 18.8% since December 31, 2003. At December 31, 2021, 96.6% of our total deposits were core deposits (defined as total deposits excluding time deposits greater than $250,000 and brokered deposits). We offer a wide range of deposit services, including checking, savings, money market accounts and time deposits. We obtain most of our deposits from individuals, small businesses and municipalities in our market areas. One area of focus has been to create a deposit-focused sales force of business development bankers who have extensive contacts and connections with targeted clients and centers of influence throughout our communities. We 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. 8 Mortgage Banking We are also engaged in the residential mortgage banking business, which primarily generates income from the sale of mortgage loans as well as the servicing of residential mortgage loans for others. We originate residential mortgage loans in our markets as a service to our existing customers and as a way to develop relationships with new customers in order to support our core banking strategy. Revenue from our mortgage banking activities was $12.9 million, $29.6 million and $12.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. Insurance We offer a wide variety of commercial and personal property and casualty insurance products through our wholly- owned insurance subsidiaries. Davison Insurance Agency, LLC, doing business as Lincoln Agency, LLC (the "Lincoln Agency"), Lincoln Agency Transportation Insurance, Pulley-White Insurance Agency ("Pulley-White"), Reeves, Coon & Funderburg, Simoneaux & Wallace Agency and Thomas & Farr Agency. With over 30 years of growth in the insurance industry and approximately 126 experienced professionals, our agencies have primary market locations across Louisiana, but also serve customers in Texas, Mississippi, Arkansas and other states across the United States. In December 2021, we acquired the remaining 62% interest in the Lincoln Agency, bringing our total ownership to 100% ownership. In addition, in December 2021, we acquired Pulley-White located in Bossier City, Louisiana., thereby solidifying our presence as one of the larger independent insurance agencies in North Louisiana. Insurance commission and fee income was $13.1 million, $12.7 million and $12.2 million for the years ended December 31, 2021, 2020 and 2019, 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, overdraft protection, direct deposit, safe deposit boxes, U.S. savings bonds, automatic account transfers and peer-to-peer electronic pay solutions and personal financial management solutions. Information Technology Systems We continue to make significant investments in our information technology systems for our banking operations and treasury services to enhance our capabilities to offer new products and overall customer experience, to provide scale for future growth and acquisitions, and to increase controls and efficiencies in our back-office operations. Our core data processing platform is from a nationally-recognized bank processing vendor and we leverage the capabilities of a third-party service provider in developing our network design and architecture. We also actively manage our business continuity plan. The majority of our other systems, including electronic funds transfer and transaction processing, are operated in-house. Online banking services and other public-facing web services are performed using third-party service providers. We strive to follow all recommendations outlined by the Federal Financial Institutions Examination Council and we perform regular tests of the adequacy of our contingency plans for key functions and systems. Competition The banking business is highly competitive, and our profitability will depend in large part on our ability to compete with other banks and nonbank financial service companies located in our markets for lending opportunities, deposit funds, financial products, bankers and acquisition targets. We are subject to vigorous competition in all aspects of our business from banks, savings banks, savings and loan associations, finance companies, credit unions and other financial service providers, such as money market funds, brokerage firms, consumer finance companies, asset-based nonbank lenders, insurance companies and certain other non-financial entities, including retail stores which may maintain their own credit programs and certain governmental organizations which may offer more favorable financing than we can. Many other commercial banks, savings institutions and credit unions have offices in our primary market areas. These institutions include many of the largest banks operating in Texas, Louisiana and Mississippi, including various national banks. Our competitors often have greater resources, have broader geographic markets, have higher lending limits, offer various services that we may not currently offer and make broader use of media advertising, support services and electronic technology than we do. To offset these competitive disadvantages, we depend on our reputation as having greater personal service, consistency, flexibility and the ability to make credit and other business decisions quickly. 9 Human Capital Resources Our current number of full-time equivalent employees is 797, all of whom are the recipients of a variety of initiatives designed to retain, grow, and develop them. Please see the Human Capital Management section referenced as part of Corporate Governance in our Proxy Statement (Schedule 14A) for our 2022 Annual Meeting of Stockholders for more information on Origin's human capital initiatives. 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. Recent Developments: COVID-19 The effects of the COVID-19 pandemic and the governmental and societal response to the virus, and its variants, negatively impacted overall economic conditions on an unprecedented scale during 2020, resulting in the shuttering of businesses and significant job loss, which continues to impact individuals, households and businesses in a multitude of ways, including excess liquidity and contributing to wide-spread supply chain shortages. A number of restrictive government initiatives designed to combat the effects of the COVID-19 pandemic have been eased on a national level and specifically in the Company's markets of Texas, Louisiana and Mississippi, allowing businesses to reopen in those states, which has bolstered commercial activity to some degree. To date, the U.S. Food and Drug Administration has approved several COVID-19 vaccines for deployment and distribution in the United States. However, a resurgence in infections, new variants, more infectious or deadly variants, or the lack of vaccine longevity or efficacy could cause possible reimplementation of new or additional restrictions at the national and local level to combat the COVID-19 pandemic. The duration and severity of the COVID-19 pandemic remains impossible to predict. We have continued to meet our customers' needs while keeping the safety and well-being of our employees and customers as our top priority. We implemented a COVID-19 hotline and a temporary pandemic Paid Time Off Policy to assist our employees, and our offices and branches all remain open with all drive-thrus fully operational. In addition, we created an Infection Control Protocol in accordance with Centers for Disease Control guidance which has allowed us to ensure all employees can easily read and understand the steps that should be taken if there is a positive case of COVID-19 or a COVID-19 exposure. To allow for more normalized customer operations, we installed thermal kiosks for temperature checks at the entrance of each location and will evaluate any additional safety protocols as needed. In March and April 2020, two relief bills were signed into law, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and the Paycheck Protection Program and Health Care Enhancement Act (the “PPP/HCE Act”), to provide emergency relief to several groups and individuals impacted by the COVID-19 pandemic. Among the numerous provisions contained in the CARES Act was the creation of the $349 billion PPP, which provided for small business, including some of our customers, to receive forgivable SBA-backed loans to pay certain employee compensation and other basic expenses. The PPP/HCE Act included an additional $310 billion for PPP funding. The Consolidated Appropriations Act, 2021, enacted on December 27, 2020, provided additional funding for the PPP of approximately $284 billion and allowed eligible borrowers, including certain borrowers who already received a PPP loan, to apply for “second draw” PPP loans through March 31, 2021. Subsequent legislation expanded the eligibility criteria for both first and second draw PPP loans and extended the deadline to apply for PPP loans through May 31, 2021, among other things. In 2020, we established an SBA Paycheck Protection Program task force and funded $767.4 million in loans under these programs. As of December 31, 2021, 84.5% of these PPP loans have been forgiven by the SBA. We also have offered forbearance (90-day extensions) and modification agreements to our customers affected by the COVID-19 pandemic. Additionally, in light of the volatility and disruptions in the capital and credit markets resulting from the COVID-19 pandemic and its negative impact on the economy, we took a number of precautionary actions to enhance our financial flexibility by bolstering our liquidity to ensure we have adequate cash readily available to meet both expected and unexpected funding needs. Origin Bank completed an offering in February 2020 of $70.0 million in aggregate principal amount of 4.25% fixed-to-floating rate subordinated notes due 2030, and the Company completed an offering in October 2020 of $80.0 million in aggregate principal amount of 4.50% fixed to floating rate subordinated notes due 2030. 10 There is significant ongoing uncertainty surrounding the course of the COVID-19 pandemic, including the possible implementation of new or additional restrictions on economic activity, effectiveness of the vaccines on COVID-19 and its variants, the magnitude and duration of the continued disruption to economic activity, particularly its impact on supply chain and the current human resource shortages, and how this disruption will continue to impact demand for our products and services. It is difficult to forecast specific performance targets or time frames while the effects of the COVID-19 pandemic continue to be felt. We are actively monitoring and responding to developments across our markets related to measures designed to stop the spread of COVID-19, including social, financial, legal, regulatory and governmental measures and the impact on our business, customers and employees. Corporate Information We were organized as a business corporation in 1991 under the laws of the state of Louisiana. Our principal executive offices are located at 500 South Service Road East, Ruston, Louisiana 71270, and our telephone number is (318) 255-2222. Our website is www.origin.bank. We make available at this address, free of charge, our Annual Report on Form 10-K, our annual reports to stockholders, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC"). These documents are also available on the SEC's website at www.sec.gov. The information contained on, or accessible from, our website does not constitute a part of this Annual Report on Form 10-K and is not incorporated by reference herein. Regulation and Supervision General The U.S. banking industry is highly regulated under federal and state law. Our growth and earnings performance will be affected by management decisions, general and local economic conditions, statutes administered by, and the regulations and policies of, various governmental regulatory authorities. These authorities include the Federal Reserve, Federal Deposit Insurance Corporation ("FDIC"), Louisiana Office of Financial Institutions, Consumer Financial Protection Bureau ("Bureau"), Internal Revenue Service and state taxing authorities. The effect of these statutes, regulations and policies, and any changes to such statutes, regulations and policies, can be significant and cannot be predicted. The primary goals of the bank regulatory scheme are to maintain a safe and sound banking system, facilitate the conduct of sound monetary policy and promote fairness and transparency for financial products and services. The system of supervision and regulation applicable to us and our subsidiaries establishes a comprehensive framework for their respective operations and is intended primarily for the protection of the FDIC's Deposit Insurance Fund, the Bank's depositors and the public, rather than our stockholders or creditors. The description below summarizes certain elements of the bank regulatory framework applicable to us. This description is not intended to describe all laws and regulations applicable to us and our subsidiaries, and the description is qualified in its entirety by reference to the full text of the statutes, regulations, policies, interpretive letters and other written guidance that are described herein. Bank Holding Company Regulation Because we control Origin Bank, we are subject to regulation under the Bank Holding Company Act of 1956, as amended, and to supervision, examination and enforcement by the Federal Reserve. The Bank Holding Company Act and other federal laws subject bank holding companies to particular restrictions on the types of activities in which they may engage, and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations. The Federal Reserve's jurisdiction also extends to any company that we directly or indirectly control, such as any nonbank subsidiaries and other companies in which we own a controlling investment. Financial Services Industry Reform. The Dodd-Frank Act, which was enacted in 2010, broadly affects the financial services industry by implementing changes to the financial regulatory landscape aimed at strengthening the sound operation of the financial services sector. The Dodd-Frank Act, as amended, includes provisions that, among other things: • • apply the same leverage and risk-based capital requirements that cover insured depository institutions to bank holding companies with total assets in excess of $3 billion; establish the Bureau to, among other things, establish and implement rules and regulations applicable to all entities offering consumer financial products or services; 11 • • • • • • • • • • permanently increase FDIC deposit insurance maximum to $250,000 and broaden the base for FDIC insurance assessments from the amount of insured deposits to average total consolidated assets less average tangible equity during the assessment period, subject to certain adjustments; eliminate the upper limit for the reserve ratio designated by the FDIC each year for the Deposit Insurance Fund, increase the minimum designated reserve ratio of the deposit insurance fund from 1.15% to 1.35% of the estimated amount of total insured deposits, and eliminate the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds; permit banks meeting supervisory and financial criteria to branch across state lines if the laws of the state where the new branch is to be established would permit the establishment of the branch if it were part of a bank that was chartered by such state; repeal previous federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transactions and other accounts; require bank holding companies and banks to be "well capitalized" and "well managed" in order to acquire banks located outside of their home state and require any bank holding company electing to be treated as a financial holding company to be "well capitalized" and "well managed;" direct the Federal Reserve to establish limitations on interchange fees charged by debit card issuers with $10 billion or more in assets under a "reasonable and proportional cost" per transaction standard; prohibit a banking entity under a provision known as the Volcker Rule from engaging in proprietary trading or holding an ownership interest in or sponsoring a hedge fund or a private equity fund; increase regulation of consumer protections regarding mortgage originations, including originator compensation, minimum repayment standards, and prepayment consideration; implement corporate governance revisions, including with regard to executive compensation and proxy access by stockholders; and increase the authority of the Federal Reserve to examine us and any nonbank subsidiaries. In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act ("EGRRCPA") was signed into law. While EGRRCPA preserves the fundamental elements of the post-Dodd-Frank Act regulatory framework, it includes modifications that are intended to result in meaningful regulatory relief both from certain provisions of the Dodd- Frank Act and from certain regulatory capital rules for smaller and certain regional banking organizations. Among other things, EGRRCPA exempts certain banking entities with no more than $10 billion in assets from the Volcker Rule, allows certain banking organizations with less than $10 billion in assets to avoid generally applicable capital requirements if they maintain a specific "community bank leverage ratio," revises the capital treatment of certain commercial real estate loans, and amends certain Truth in Lending Act requirements for residential mortgage loans. Even after the EGRRCPA modifications, the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage requirements or otherwise adversely affect our business. Provisions of the Dodd-Frank Act, and any future legislative or regulatory changes, may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new requirements. Failure to comply with any new requirements may negatively impact our results of operations and financial condition. 12 Revised Rules on Regulatory Capital. The Federal Reserve monitors our capital adequacy at the holding company level by using a combination of risk-based and leverage capital ratios and considers our capital levels when taking action on various types of applications and when conducting supervisory activities. The risk-based capital standards are designed to make regulatory capital requirements more sensitive to differences in risk profiles among financial institutions and their holding companies, to account for off-balance sheet exposure, and to minimize disincentives for holding liquid assets. The regulatory capital rules applicable to us were revised, effective January 1, 2015, under the Basel III regulatory capital framework. These rules include a common equity Tier 1 risk-based capital requirement and establish criteria that instruments must meet to be considered common equity Tier 1 capital, additional Tier 1 capital or Tier 2 capital. These enhancements are designed to both improve the quality and increase the quantity of capital required to be held by banking organizations, better equipping the U.S. banking system to cope with adverse economic conditions. Under these rules, we are required to satisfy four minimum capital ratios: (1) a Tier 1 capital to average total consolidated assets ratio, or "leverage ratio," of at least 4.0%, (2) a common equity Tier 1 capital to risk-weighted assets ratio, or "common equity Tier 1 risk-based capital ratio," of 4.5%, (3) a Tier 1 capital to risk-weighted assets ratio, or "Tier 1 risk-based capital ratio," of at least 6.0%, and (4) a total risk-based capital (Tier 1 plus Tier 2) to risk-weighted assets ratio, or "total risk-based capital ratio," of at least 8.0%. The capital rules also require bank holding companies to maintain a capital conservation buffer above the minimum capital requirements composed solely of common equity Tier 1 capital in order to avoid certain restrictions on capital distributions and discretionary bonus payments to executive officers. Now fully phased in, the capital conservation buffer requirement effectively requires banking organizations to maintain common equity Tier 1 capital of at least 2.5% above the minimum risk-based capital requirements set forth above. This buffer is intended to help to ensure that banking organizations conserve capital when it is most needed, allowing them to better weather periods of economic stress. The revised regulatory capital rules implement stricter eligibility criteria for regulatory capital instruments, exclude certain instruments, such as trust preferred securities (other than grandfathered trust preferred securities, such as those that we have issued), from Tier 1 capital going forward, and require new adjustments to and deductions from capital for minority interests, mortgage servicing assets, deferred tax assets and certain investments in the capital of unconsolidated financial institutions. In addition, the rules require that most regulatory capital deductions be made from common equity Tier 1 capital. Compared to the prior capital rules, the current regulatory capital rules also set forth certain changes in the methods of calculating certain risk-weighted assets, which in turn will affect the calculation of risk-based capital ratios. Under the rules, higher or more sensitive risk weights have been assigned to various categories of assets, including, certain credit facilities that finance the acquisition, development or construction of real property, certain exposures or credits that are 90 days past due or on nonaccrual status, foreign exposures and certain corporate exposures. In addition, these rules include greater recognition of collateral and guarantees, and revised capital treatment for derivatives and repo-style transactions. These capital requirements are minimum requirements. The Federal Reserve may also set higher capital requirements if warranted by our risk profile, economic conditions impacting our market or other circumstances particular to our organization. For example, holding companies experiencing internal growth or making acquisitions are expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets. Failure to meet capital guidelines could subject us to a variety of enforcement remedies, including issuance of a capital directive or restrictions on our operations and expansionary activities. EGRRCPA exempts most banking organizations with less than $10 billion in total consolidated assets from the risk- based and leverage capital rules and the capital conservation buffer if they maintain a "community bank leverage ratio" ("CBLR") of Tier 1 capital to average total consolidated assets. In order to qualify for the CBLR exemption, a banking organization may not have off-balance sheet exposures totaling more than 25% of its assets or trading assets and liabilities totaling more than 5% of its assets. The CBLR is currently set at 9%. We have not elected to use the CBLR framework. Imposition of Liability for Undercapitalized Subsidiaries. Federal banking regulations require FDIC-insured banks that become undercapitalized to submit a capital restoration plan. The capital restoration plan of a bank controlled by a bank holding company will not be accepted by the regulators unless each company having control of the undercapitalized institution guarantees the subsidiary's compliance with the capital restoration plan up to a certain specified amount. Any such guarantee from a bank holding company is entitled to a priority of payment in bankruptcy. 13 The aggregate liability of the holding company of an undercapitalized bank in such a guarantee is limited to the lesser of 5% of the bank's assets at the time it became undercapitalized or the amount necessary to cause the institution to be adequately capitalized. The federal banking agencies have greater power in situations where a bank becomes significantly or critically undercapitalized or fails to submit a capital restoration plan. For example, a bank holding company controlling such a bank may be required to obtain prior Federal Reserve approval of proposed dividends or to divest the bank or other affiliates. Acquisitions by Bank Holding Companies. We must obtain the prior approval of the Federal Reserve before (1) acquiring more than 5% of the voting stock of any bank or other bank holding company, (2) acquiring all or substantially all of the assets of any bank or bank holding company, or (3) merging or consolidating with any other bank holding company. In evaluating applications with respect to these transactions, the Federal Reserve is required to consider, among other things, the effect of the acquisition on competition, the financial condition, managerial resources and future prospects of the bank holding company and the banks concerned, the convenience and needs of the communities to be served (including the record of performance under the Community Reinvestment Act (the "CRA")), the effectiveness of the parties in combating money laundering activities, and the extent to which the proposed acquisition would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The Federal Reserve can deny an application based on the above criteria or other considerations. In addition, as a condition to receiving regulatory approval, the Federal Reserve can impose conditions on the acquirer or the business to be acquired, which may not be acceptable or, if acceptable, may reduce the benefit of a proposed acquisition. Control Acquisitions. Subject to various exceptions, the Bank Holding Company Act and the Change in Bank Control Act, together with related regulations, require Federal Reserve approval or non-objection prior to any person or company acquiring "control" of a bank holding company. Although "control" is based on all of the facts and circumstances surrounding the investment, control under the Bank Holding Company Act is conclusively presumed to exist if a person or company acquires 25% or more of any class of voting securities of the bank holding company, controls more than half of the board of directors, or is able to exercise a controlling influence over the management or policies of the company. Under the Change in Bank Control Act, control of a bank holding company is presumed to exist (subject to rebuttal) if the acquiring person or entity will own 10% or more of any class of voting securities immediately following the transaction and either no other person will hold a greater percentage of that class of voting securities after the acquisition or the bank holding company has publicly registered securities. Regulatory Restrictions on Dividends and Stock Repurchases. As a bank holding company, we are subject to certain restrictions on dividends under applicable banking laws and regulations. The Federal Reserve has issued a supervisory letter that provides that a bank holding company should not pay dividends unless: (1) its net income over the last four quarters (net of dividends paid) has been sufficient to fully fund the dividends; (2) the prospective rate of earnings retention is consistent with the capital needs, asset quality and overall financial condition of the bank holding company; and (3) the bank holding company will continue to meet, and is not in danger of failing to meet, minimum regulatory capital adequacy ratios. Failure to comply with the supervisory letter could result in a supervisory finding that the bank holding company is operating in an unsafe and unsound manner. In addition, our ability to pay dividends may also be limited if we must maintain the capital conservation buffer under the regulatory capital rules. In the current financial and economic environment, the Federal Reserve Board has indicated that bank holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong. The Federal Reserve may further restrict the payment of dividends by engaging in supervisory action to restrict dividends or by requiring us to maintain a higher level of capital then would otherwise be required under the capital rules. Additionally, the Federal Reserve's Regulation Y generally requires a bank holding company to provide the Federal Reserve with prior notice of any redemption or repurchase of its own equity securities, if the consideration to be paid, together with the consideration paid for any repurchases or redemptions in the preceding year, is equal to 10.0% or more of the bank holding company's consolidated net worth. The Federal Reserve may oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would violate any law or regulation. In certain circumstances, the Federal Reserve could take the position that paying a dividend would constitute an unsafe or unsound banking practice. 14 Source of Strength. Under longstanding Federal Reserve policy, which has been codified by the Dodd-Frank Act, we are expected to act as a source of financial strength to, and to commit resources to support, Origin Bank. This support may be required at times when we may not otherwise be inclined to provide it. In addition, any capital loans that we make to Origin Bank are subordinate in right of payment to deposits and to certain other indebtedness of Origin Bank. As discussed above, in certain circumstances, we could also be required to guarantee the capital restoration plan of Origin Bank, if it became undercapitalized for purposes of the Federal Reserve's prompt corrective action regulations. In the event of our bankruptcy, any commitment by us to a federal bank regulatory agency to maintain the capital of Origin Bank under a capital restoration plan would be assumed by the bankruptcy trustee and entitled to a priority of payment. Scope of Permissible Activities. In general, the Bank Holding Company Act limits the activities permissible for bank holding companies to the business of banking, managing or controlling banks and such other activities as the Federal Reserve has determined to be so closely related to banking as to be properly incident thereto. Permissible activities for a bank holding company include, among others, operating a mortgage, finance, credit card or factoring company; performing certain data processing operations; providing investment and financial advice; acting as an insurance agent for certain types of credit- related insurance; leasing personal property on a full-payout, non-operating basis; and providing certain stock brokerage services. A bank holding company may also make an investment of up to 5% of any class of voting securities of any company that is otherwise a non-controlling investment. A bank holding company may elect to become a financial holding company, as we have done, and may thereby engage in activities that are (1) financial in nature or incidental to such financial activity or (2) complementary to a financial activity and that do not pose a substantial risk to the safety and soundness of a depository institution or to the financial system generally. These activities include securities dealing, underwriting and market-making, insurance underwriting and agency activities, merchant banking and insurance company portfolio investments. Expanded financial activities of financial holding companies generally will be regulated according to the type of such financial activity: banking activities by banking regulators, securities activities by securities regulators and insurance activities by insurance regulators. A bank holding company may elect to be treated as a financial holding company if it is "well capitalized" and "well managed" and if each of its depository institution subsidiaries is "well capitalized" and "well managed," and has received a rating of not less than Satisfactory on each such institution's most recent examinations under the CRA. We rely on our financial holding company status to engage in insurance agency activities. If we fail to continue to meet any of the requirements for financial holding company status, we may be required to enter into an agreement with the Federal Reserve to comply with all applicable capital and management requirements within a certain period of time or lose our financial holding company designation, which could also result in a requirement to divest any businesses for which financial holding company status was required. In addition, the Federal Reserve may place limitations on our ability to conduct the broader financial activities permissible for financial holding companies during any period of noncompliance. Volcker Rule. Section 13 of the Bank Holding Company Act, commonly known as the "Volcker Rule," has generally prohibited insured depository institutions and their affiliates from sponsoring or acquiring an ownership interest in certain investment funds, including hedge funds and private equity funds. The Volcker Rule also places restrictions on proprietary trading. EGRRCPA exempts insured depository institutions with $10 billion or less in total consolidated assets and with total trading assets and liabilities of less than 5% of total consolidated assets from the Volcker Rule, and the Federal Reserve has effectively extended the exemption to bank holding companies. Safe and Sound Banking Practices. Bank holding companies are not permitted to engage in unsafe and unsound banking practices. The Federal Reserve has broad authority to prohibit activities of bank holding companies and their nonbanking subsidiaries which represent unsafe and unsound banking practices, result in breaches of fiduciary duty or which constitute violations of laws or regulations, and can assess civil money penalties or take other enforcement action to remedy such activities, practices or violations. 15 Bank Regulation Origin Bank is a commercial bank chartered under the laws of the State of Louisiana and is a member of the Federal Reserve System. In addition, its deposits are insured by the FDIC to the maximum extent permitted by law. As a result, Origin Bank is subject to extensive regulation, supervision and examination by the Louisiana Office of Financial Institutions and the Federal Reserve. As an insured depository institution, the bank is subject to regulation by the FDIC in its capacity as deposit insurer, although the Federal Reserve is the Bank's primary federal regulator. Origin Bank is also subject to secondary oversight by state banking authorities in other states in which it maintains banking offices. The bank regulatory agencies have the power to enforce compliance with applicable banking laws and regulations. These requirements and restrictions include restrictions on the nature and amount of loans that may be made and the interest that may be charged thereon and restrictions relating to investments and other activities of Origin Bank. Origin Bank also is subject to consumer financial protection regulations that are promulgated by the Bureau. Capital Adequacy Requirements. The Federal Reserve and Louisiana Office of Financial Institutions monitor the capital adequacy of Origin Bank by using a combination of risk-based and leverage capital ratios similar to those applied at the holding company level. These agencies consider the bank's capital levels when taking action on various types of applications and when conducting supervisory activities related to the safety and soundness of the bank and the banking system. Under the revised capital rules that became effective on January 1, 2015, Origin Bank is required to maintain four minimum capital ratios: (1) a leverage ratio of at least 4.0%, (2) a common equity Tier 1 risk-based capital ratio of 4.5%, (3) a Tier 1 risk-based capital ratio of at least 6.0%, and (4) a total risk-based capital ratio of at least 8.0%. The capital rules also require FDIC-insured banks to maintain a capital conservation buffer of common equity Tier capital of at least 2.5% above the minimum risk-based capital ratios to avoid certain restrictions on capital distributions and discretionary bonus payments to executive officers. These capital requirements are minimum requirements. The Federal Reserve or Louisiana Office of Financial Institutions may also set higher capital requirements if warranted by the risk profile of Origin Bank, economic conditions impacting its markets or other circumstances particular to Origin Bank. For example, Federal Reserve guidance provides that higher capital may be required to take adequate account of, among other things, interest rate risk and the risks posed by concentrations of credit, nontraditional activities or securities trading activities. In addition, the Federal Reserve's prompt corrective action regulations discussed below may, in effect, increase the minimum regulatory capital ratios for banking organizations. Failure to meet capital guidelines could subject Origin Bank to a variety of enforcement remedies, including issuance of a capital directive, restrictions on business activities and other measures under the Federal Reserve's prompt corrective action regulations. The CBLR framework is available to banks with less than $10 billion in total consolidated assets that do not have more than 25% of its assets in off-balance sheet exposures, nor may it have more than 5% of assets in trading assets and liabilities. We discuss the CBLR further above under “Bank Holding Company Regulation—Revised Rules on Regulatory Capital.” Origin Bank has not elected to use the CBLR framework. Corrective Measures for Capital Deficiencies. The federal banking regulators are required by the Federal Deposit Insurance Act to take "prompt corrective action" with respect to capital-deficient banks that are FDIC-insured. For the purpose of this framework, every bank is placed in one of the following five capital tiers: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." The bank's capital tier depends upon how its capital levels compare with various relevant capital measures and certain other factors, as established by regulation. To be well capitalized, a bank must have a total risk-based capital ratio of at least 10.0%, a Tier 1 risk-based capital ratio of at least 8.0%, a common equity Tier 1 risk-based capital ratio of at least 6.5%, and a leverage ratio of at least 5.0%, and must not be subject to any written agreement, order or directive requiring it to maintain a specific capital level for any capital measure. At December 31, 2021, Origin Bank met the requirements to be categorized as well capitalized under the prompt corrective action framework currently in effect. 16 As a bank's capital decreases, the bank comes under increasing scrutiny by its primary federal regulators. Banks that are adequately, but not well, capitalized may not accept, renew or rollover brokered deposits except with a waiver from the FDIC and are subject to restrictions on the interest rates that can be paid on their deposits. The Federal Reserve's prompt corrective action regulations also generally prohibit a bank from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if an otherwise adequately capitalized bank would thereafter be undercapitalized. Undercapitalized banks are also subject to growth limitations, may not accept, renew or rollover brokered deposits, and are required to submit a capital restoration plan. The Federal Reserve may not accept such a plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the bank's capital. Significantly undercapitalized banks may be subject to a number of additional requirements and restrictions, including orders to sell sufficient shares or obligations to become adequately capitalized, limitations on asset growth, and cessation of receipt of deposits from correspondent banks. Generally, subject to a narrow exception, the FDIC must appoint a receiver or conservator for an institution that is critically undercapitalized. The capital classification of a bank also affects the bank's ability to engage in certain activities and the deposit insurance premiums paid by the bank. Bank Mergers. Section 18(c) of the Federal Deposit Insurance Act, known as the "Bank Merger Act," requires the written approval of a bank's primary federal regulator before the bank may (1) acquire through merger or consolidation, (2) purchase or otherwise acquire the assets of, or (3) assume the deposit liabilities of another bank. The Bank Merger Act prohibits the reviewing agency from approving any proposed merger transaction that would result in a monopoly, or would further a combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States. Similarly, the Bank Merger Act prohibits the reviewing agency from approving a proposed merger transaction, the effect of which in any section of the country may be to substantially lessen competition, or to tend to create a monopoly, or which in any other manner would be in restraint of trade. An exception may be made in the case of a merger transaction, the effect of which would be to substantially lessen competition, tend to create a monopoly, or otherwise restrain trade, if the reviewing agency finds that the anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served. In every proposed merger transaction, the reviewing agency must also consider the financial and managerial resources and future prospects of the existing and proposed institutions, the convenience and needs of the community to be served, and the effectiveness of each insured depository institution involved in the proposed merger transaction in combating money-laundering activities. Branching. Under Louisiana law, Origin Bank is permitted to establish additional branch offices within Louisiana, subject to the approval of the Louisiana Office of Financial Institutions. As a result of the Dodd-Frank Act, the Bank may also establish additional branch offices outside of Louisiana, subject to prior regulatory approval, so long as the laws of the state where the branch is to be located would permit a state bank chartered in that state to establish a branch and the Bank meets certain supervisory and financial criteria. Any new branch, whether located inside or outside of Louisiana, must also be approved by the Federal Reserve, as the Bank's primary federal regulator. Origin Bank may also establish offices in other states by merging with banks or by purchasing branches of other banks in other states, subject to certain restrictions. Restrictions on Transactions with Affiliates and Insiders. Federal law strictly limits the ability of banks to engage in transactions with their affiliates, including their bank holding companies. Sections 23A and 23B of the Federal Reserve Act, and the Federal Reserve's Regulation W, impose quantitative limits, qualitative standards and collateral requirements on certain transactions by a bank with, or for the benefit of, its affiliates. Generally, Sections 23A and 23B (1) limit the extent to which the bank or its subsidiaries may engage in "covered transactions" with any one affiliate to an amount equal to 10% of the bank's capital stock and surplus, and limit the aggregate of all such transactions with all affiliates to an amount equal to 20% of its capital stock and surplus, and (2) require that a broader set of affiliate transactions be on terms substantially the same, or at least as favorable, to the bank or subsidiary as those that would be offered to a non-affiliate. The term "covered transaction" includes the making of loans to an affiliate, the purchase of assets from an affiliate, the issuance of a guarantee on behalf of an affiliate, and several other types of transactions. The Dodd-Frank Act expanded the coverage and scope of the limitations on affiliate transactions within a banking organization, including an expansion of what types of transactions are covered transactions to include credit exposures related to derivatives, repurchase agreements and securities lending arrangements and an increase in the amount of time for which collateral requirements regarding covered transactions must be satisfied. 17 Federal law also limits a bank's authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons. Among other things, extensions of credit to insiders are required to be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons. Also, the terms of such extensions of credit may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the bank's capital. Loans to senior executive officers of a bank are subject to additional restrictions. Insiders may be subject to enforcement actions for accepting loans in violation of applicable restrictions. Regulatory Restrictions on Dividends. Origin Bank is subject to certain restrictions on dividends under federal and state laws, regulations and policies. In general, Origin Bank may pay dividends to us without the approval of the Louisiana Office of Financial Institutions so long as the amount of the dividend does not exceed the bank's net profits earned during the current year combined with its retained net profits of the immediately preceding year. The bank is required to obtain the approval of the Louisiana Office of Financial Institutions for any amount in excess of this threshold. Additionally, to pay dividends to us, under Louisiana law Origin Bank must have unimpaired surplus that equals or exceeds fifty percent of its outstanding capital stock. Further, under federal law, Origin Bank may not pay any dividend to us if it is undercapitalized or the payment of the dividend would cause it to become undercapitalized. In addition, Origin Bank may not declare or pay a dividend if the total of all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of its net income during the current calendar year and the retained net income of the prior two calendar years, unless the dividend has been approved by the Federal Reserve. The Federal Reserve may further restrict the payment of dividends by requiring the bank to maintain a higher level of capital than would otherwise be required to be adequately capitalized for regulatory purposes. Under the capital rules, the failure to maintain an adequate capital conservation buffer, as discussed above, may also result in dividend restrictions. Moreover, if, in the opinion of the Federal Reserve, Origin Bank is engaged in an unsound practice (which could include the payment of dividends), the Federal Reserve may require, generally after notice and hearing, the bank to cease such practice. The Federal Reserve has indicated that paying dividends that deplete a depository institution's capital base to an inadequate level would be an unsafe banking practice. The Federal Reserve has also issued guidance providing that a member bank generally should pay dividends only when (1) the bank's net income available to common stockholders over the past year has been sufficient to fully fund the dividends and (2) the prospective rate of earnings retention appears consistent with the bank's capital needs, asset quality, and overall financial condition. Incentive Compensation Guidance. The federal banking agencies have issued comprehensive guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of those organizations by encouraging excessive risk-taking. The incentive compensation guidance sets expectations for banking organizations concerning their incentive compensation arrangements and related risk management, control and governance processes. The incentive compensation guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon three primary principles: (1) balanced risk-taking incentives, (2) compatibility with effective controls and risk management and (3) strong corporate governance. Any deficiencies in compensation practices that are identified may be incorporated into the organization's supervisory ratings, which can affect its ability to make acquisitions or take other actions. In addition, under the incentive compensation guidance, a banking organization's federal supervisor may initiate enforcement action if the organization's incentive compensation arrangements pose a risk to the safety and soundness of the organization. Further, the capital conservation buffer described above would limit discretionary bonus payments to bank executives if the institution's regulatory capital ratios failed to exceed certain thresholds. The scope and content of the U.S. banking regulators' policies on executive compensation are continuing to develop and evolve. The agencies (together with certain other federal agencies) proposed a regulation in 2016 on incentive compensation (as required by the Dodd-Frank Act) but have not finalized it. 18 Deposit Insurance Assessments. FDIC-insured banks are required to pay deposit insurance assessments to the FDIC. The amount of the assessment is based on the size of the bank's assessment base, which is equal to its average consolidated total assets less its average tangible equity, and its risk classification under an FDIC risk-based assessment system. The FDIC has revised its methodology for determining assessments from time to time. The current methodology, which has been in place since the third quarter of 2016, has a range of assessment rates from 1.5 basis points to 30 basis points on insured deposits of small banks such as Origin Bank. An institution’s assessment rate is determined by a number of factors and metrics, including the weighted average of the institution’s CAMELS composite rating. The rate may be adjusted by the institution’s long-term unsecured debt and its brokered deposits. The FDIC may adjust assessment rates downward as the reserve ratio of the Deposit Insurance Fund ("DIF") exceeds 2.0% and higher thresholds. The FDIC can also impose special assessments in certain instances. Since the outbreak of the COVID-19 pandemic, the amount of total estimated insured deposits has grown rapidly while the funds in the DIF have grown at a normal rate, causing the DIF reserve ratio to fall below the statutory minimum of 1.35%. The FDIC adopted a restoration plan on September 15, 2020, to restore the DIF reserve ratio to at least 1.35% by September 30, 2028. Under the restoration plan, the FDIC will continue to closely monitor the factors that affect the DIF reserve ratio and maintain its current schedule of assessment rates. If there are additional bank or financial institution failures or if the FDIC otherwise determines to increase assessment rates, Origin Bank may be required to pay higher FDIC insurance premiums. Community Reinvestment Act. The CRA and its implementing regulations are intended to encourage banks to help meet the credit needs of their entire assessment area, including low and moderate income neighborhoods, consistent with the safe and sound operations of such banks. These regulations also provide for regulatory assessment of a bank's CRA performance record when considering applications to establish branches, merger applications and applications to acquire the assets and assume the liabilities of another bank. The CRA requires federal banking agencies to make public their ratings of banks' performance under the CRA. In the case of a bank holding company transaction, the CRA performance record of the subsidiary banks of the bank holding companies involved in the transaction are reviewed in connection with the filing of an application to acquire ownership or control of shares or assets of a bank or to merge with any other bank holding company. An unsatisfactory CRA record could substantially delay approval or result in denial of an application. In addition, a financial holding company may face limitations on activities and acquisitions if its subsidiary depository institutions do not have a least a Satisfactory rating. A satisfactory or better CRA rating also is a prerequisite for certain regulatory benefits, such as expedited processing of applications. Origin Bank received a Satisfactory rating in its most recent CRA examination. Financial Modernization. Under the Gramm-Leach-Bliley Act, banks may establish financial subsidiaries to engage, subject to limitations on investment, in activities that are financial in nature, other than insurance underwriting as principal, insurance company portfolio investment, real estate development, real estate investment, annuity issuance and merchant banking activities. To do so, a bank must be well capitalized, well managed and have a CRA rating from its primary federal regulator of Satisfactory or better. Subsidiary banks of financial holding companies or banks with financial subsidiaries must remain well capitalized and well managed in order to continue to engage in activities that are financial in nature without regulatory actions or additional restrictions. Such actions or restrictions could include divestiture of the financial subsidiary or subsidiaries. In addition, a financial holding company or a bank may not acquire a company that is engaged in activities that are financial in nature unless each of the subsidiary banks of the financial holding company or the bank has a CRA rating of Satisfactory or better. Concentrated Commercial Real Estate Lending Regulations. The federal banking regulatory agencies have promulgated guidance governing financial institutions with concentrations in commercial real estate lending. The guidance provides that a bank may have a concentration in commercial real estate lending if (1) total reported loans for construction, land development, and other land represent 100.0% or more of total capital or (2) total commercial real estate loans represent 300.0% or more of the bank's total capital and the outstanding balance of the bank's commercial real estate loan portfolio has increased 50% or more during the prior 36 months. If a concentration is present, the bank will be subject to further regulatory scrutiny with respect to its risk management practices for commercial real estate lending. At December 31, 2021, Origin Bank's total reported loans for construction, land development, and other land represented less than 100% of the bank's total capital, and its total commercial real estate loans represented less than 300% of the bank's total capital. 19 Consumer Laws and Regulations. Origin Bank is subject to numerous laws and regulations intended to protect consumers in transactions with the bank. These laws include, among others, laws regarding unfair, deceptive and abusive acts and practices, state usury laws and federal consumer protection statutes, including the Electronic Fund Transfer Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Real Estate Procedures Act of 1974, the S.A.F.E. Mortgage Licensing Act of 2008, the Truth in Lending Act and the Truth in Savings Act, among others. Many states and local jurisdictions have consumer protection laws analogous and in addition to those enacted under federal law. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making loans and conducting other types of transactions. Failure to comply with these laws and regulations could give rise to regulatory sanctions, customer rescission rights, actions by state attorneys general and civil or criminal liability. In addition, the Dodd-Frank Act created the Bureau, which has broad authority to regulate the offering and provision of consumer financial products. The Bureau has authority to promulgate regulations, issue orders, guidance, interpretations and policy statements, conduct examinations and bring enforcement actions with regard to consumer financial products and services. In general, banks with assets of $10 billion or less, such as Origin Bank, will continue to be examined for consumer compliance, and subject to enforcement actions, by their primary federal regulator, in our case, the Federal Reserve. However, the Bureau may participate in examinations of these smaller institutions on a "sampling basis" and may refer potential enforcement actions against such institutions to their primary federal regulators. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the Bureau, and state attorneys general are permitted to enforce certain consumer protection rules adopted by the Bureau against certain institutions. Mortgage Lending Rules. The Dodd-Frank Act authorized the Bureau to establish certain minimum standards for the origination of residential mortgages, including a determination of the borrower's ability to repay. Under the Dodd-Frank Act, financial institutions may not make a residential mortgage loan unless they make a "reasonable and good faith determination" that the consumer has a "reasonable ability" to repay the loan. The Dodd-Frank Act allows borrowers to raise certain defenses to foreclosure but provides a presumption or rebuttable presumption of compliance for loans that are "qualified mortgages." The Bureau has also issued regulations that, among other things, specify the types of income and assets that may be considered in the ability-to-repay determination, the permissible sources for income verification, and the required methods of calculating the loan's monthly payments. These regulations extend the requirement that creditors verify and document a borrower's income and assets to include a requirement to verify all information that creditors rely on in determining repayment ability. The rules also define "qualified mortgages" based on adherence to certain underwriting standards and restrictions on loan terms. Points and fees are subject to a relatively stringent cap, and the terms include a wide array of payments that may be made in the course of closing a loan. Certain loans, including interest-only loans and negative amortization loans, cannot be qualified mortgages. Also, the Dodd-Frank Act and the Bureau's final rule on loan originator compensation prohibit certain compensation payments to loan originators and the steering of consumers to loans not in their interest, particularly if the loans will result in greater compensation for a loan originator. The Dodd-Frank Act and the Bureau's implementing regulations also impose additional disclosure requirements with respect to the origination and sale of residential mortgages. EGRRCPA modifies certain of these requirements by, among other things, creating a safe harbor from the ability-to-repay standards for certain mortgage loans made by a bank with less than $10 billion in total consolidated assets. Anti-Money Laundering and OFAC. The Bank Secrecy Act requires banks and other financial institutions to establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The principal requirements for banks include (i) establishment of an anti-money laundering program that includes training and audit components; (ii) establishment of a "know your customer" program involving due diligence to confirm the identity of persons seeking to open accounts and to deny accounts to those persons unable to demonstrate their identities; (iii) the filing of currency transaction reports for deposits and withdrawals of large amounts of cash; (iv) additional precautions for accounts sought and managed for non-U.S. persons; and (v) verification and certification of money laundering risk with respect to private banking and foreign correspondent banking relationships. For many of these tasks, a bank must keep records to be made available to its primary federal regulator. Anti-money laundering rules and policies are developed by a bureau within the U.S. Department of the Treasury, the Financial Crimes Enforcement Network, but compliance by individual institutions is overseen by its primary federal regulator, in the Bank's case, the Federal Reserve. 20 The Office of Foreign Assets Control ("OFAC") administers laws and Executive Orders that prohibit U.S. entities from engaging in transactions with certain prohibited parties. OFAC publishes lists of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons. Generally, if a bank identifies a transaction, account or wire transfer relating to a person or entity on an OFAC list, it must freeze the account or block the transaction, file a suspicious activity report and notify the appropriate authorities. Bank regulators routinely examine institutions for compliance with these obligations and they must consider an institution's compliance in connection with the regulatory review of applications, including applications for bank mergers and acquisitions. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing and comply with OFAC sanctions, or to comply with relevant laws and regulations, could have serious legal, reputational and financial consequences for the institution. Privacy. Federal law and regulations limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a non- affiliated third-party. These regulations affect how consumer information is transmitted through financial services companies and conveyed to outside vendors. In addition, consumers may also prevent disclosure of certain information among affiliated companies that is assembled or used to determine eligibility for a product or service, such as that shown on consumer credit reports and asset and income information from applications. Consumers also have the option to direct banks and other financial institutions not to share information about transactions and experiences with affiliated companies for the purpose of marketing products or services. In addition to applicable federal privacy regulations, Origin Bank is subject to certain state privacy laws. Cybersecurity. The federal banking agencies pay close attention to the cybersecurity practices of banks, bank holding companies and their affiliates. The interagency council of the agencies, the Federal Financial Institutions Examination Council (the "FFIEC"), has issued several policy statements and other guidance for banks as new cybersecurity threats arise. The FFIEC has recently focused on such matters as compromised customer credentials and business continuity planning. Examinations by the banking agencies now include review of an institution's information technology and its ability to thwart cyberattacks. Federal Home Loan Bank System. Origin Bank is a member of the Federal Home Loan Bank of Dallas, which is one of the 11 regional Federal Home Loan Banks composing the Federal Home Loan Bank system. The Federal Home Loan Banks make loans to their member banks in accordance with policies and procedures established by the Federal Home Loan Bank system and the boards of directors of each regional Federal Home Loan Bank. Any advances from a Federal Home Loan Bank must be secured by specified types of collateral, and all long-term advances may be obtained only for the purpose of providing funds for residential housing finance. As a member of the Federal Home Loan Bank of Dallas, Origin Bank is required to acquire and hold shares of capital stock in the Federal Home Loan Bank of Dallas. All loans, advances and other extensions of credit made by the Federal Home Loan Bank of Dallas to Origin Bank are secured by a portion of Origin Bank's mortgage loan portfolio, certain other investments and the capital stock of the Federal Home Loan Bank of Dallas held by Origin Bank. Enforcement Powers. The bank regulatory agencies have broad enforcement powers, including the power to terminate deposit insurance and impose substantial fines and other civil and criminal penalties. Failure to comply with applicable laws, regulations and supervisory agreements, breaches of fiduciary duty or the maintenance of unsafe and unsound conditions or practices could subject us or our subsidiaries, including Origin Bank, as well as their respective officers, directors, and other institution-affiliated parties, to administrative sanctions and potentially substantial civil money penalties. FDIC Conservatorship or Receivership. The bank regulatory agencies may appoint the FDIC as conservator or receiver for a bank (or the FDIC may appoint itself, under certain circumstances) if any one or more of a number of circumstances exist, including, without limitation, if the bank is undercapitalized and has no reasonable prospect of becoming adequately capitalized, fails to become adequately capitalized when required to do so, fails to submit a timely and acceptable capital restoration plan or materially fails to implement an accepted capital restoration plan. 21 Effect of Governmental Monetary Policies. The commercial banking business is affected not only by general economic conditions but also by U.S. fiscal policy and the monetary policies of the Federal Reserve. Some of the instruments of monetary policy available to the Federal Reserve include changes in the discount rate on member bank borrowings, the fluctuating availability of borrowings at the "discount window" and open market operations as directed by the Federal Open Market Committee. These policies influence to a significant extent the overall growth of bank loans, investments, and deposits and the interest rates charged on loans or paid on deposits. 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. Impact of Current Laws and Regulations The cumulative effect of these laws and regulations, while providing certain benefits, adds significantly to the cost of our operations and thus has a negative impact on our profitability. There has also been a notable expansion in recent years of financial service providers that are not subject to the examination, oversight, and other rules and regulations to which we are subject. Those providers, because they are not so highly regulated, may have a competitive advantage over us and may continue to draw large amounts of funds away from traditional banking institutions, with a continuing adverse effect on the banking industry in general. Future Legislation and Regulatory Reform. From time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures. New regulations and statutes are regularly proposed that contain wide-ranging proposals for altering the structures, regulations and competitive relationships of financial institutions operating in the United States. We cannot predict whether or in what form any proposed regulation or statute will be adopted or the extent to which our business may be affected by any new regulation or statute. Future legislation, regulation and policies, and the effects of that legislation and regulation and those policies, may have a significant influence on our operations and activities, financial condition, results of operations, growth plans or future prospects and the overall growth and distribution of loans, investments and deposits. Such legislation, regulation and policies have had a significant effect on the operations and activities, financial condition, results of operations, growth plans and future prospects of commercial banks in the past and are expected to continue to do so. Item 1A. Risk Factors We face many risks and uncertainties, any one or more of which could have a material adverse effect on our business, results of operations, financial condition, prospects or the value of, or return on, an investment in our common stock. You should carefully consider the risks described below, together with all other information included and incorporated by reference in this report, including our consolidated financial statements and the related notes contained in Item 8 of this report. We believe the risks described below are material to us as of the date of this report, but these risks are not the only risks that we face. Our business, financial condition, results of operations and prospects could also be affected by additional risks that apply to all financial services companies or companies operating in the United States and our specific geographic markets, as well as other risks that are not currently known to us or that we currently consider to be immaterial to our business, financial condition, results of operations and prospects. If any of these risks actually occur, our business, results of operations, financial condition and prospects could be adversely affected. Further, to the extent that any of the information in this report constitutes forward-looking statements, the risk factors below also are cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. Summary Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. These risks are discussed more fully in Item 1A. Risk Factors herein. These risks include, but are not limited to, the following: • We are subject to various risks associated with COVID-19; • The discontinuation of LIBOR could result in financial, operational, legal, reputational or compliance risks to us; • We may not be able to adequately measure and limit our credit risk; • Adverse conditions in the general business or economic environment could have a material adverse effect on our financial condition and results of operations; 22 • • • • • • • Negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing certain of our loans; The loss of executive management or other key employees could adversely impact our business or reputation; Unauthorized access, cyber-crime and other threats to data security may cause harm to our business; The geographic concentration of our markets in Texas, Louisiana and Mississippi makes us more sensitive than our more geographically diversified competitors to adverse changes in the local economy; A large portion of our loan portfolio is comprised of commercial loans secured by receivables, inventory, equipment or other commercial collateral, the deterioration in value of which could expose us to credit losses; Our loan portfolio contains a number of large loans to certain borrowers, and deterioration in the financial condition of these borrowers could have a significant adverse impact on our asset quality; Our allowance for loan credit losses may prove to be insufficient to absorb losses inherent in our loan portfolio and our earnings could decrease; • We may have exposure to tax liabilities that are larger than we anticipate; • The small to medium-sized businesses that we lend to may have fewer resources to weather adverse business developments, which may impair our borrowers' ability to repay loans; • We face significant competition to attract and retain customers, which could impair our growth, decrease our profitability or result in loss of market share; • Our business has grown rapidly, and we may not be able to maintain our historical rate of growth, which could have an adverse effect on our ability to successfully implement our business strategy; • We have a continuing need for technological change, and we may not have the resources to effectively implement new technology, or we may experience operational challenges when implementing new technology; • We operate in a highly regulated environment and the laws and regulations that govern our operations could subject us to regulatory consequences; • We are subject to stringent capital requirements, which may result in lower returns on equity, require us to raise additional capital, limit growth opportunities or result in regulatory restrictions; and • The market price of our common stock may be subject to substantial fluctuations. Risks Related to Our Business The COVID-19 pandemic and measures intended to prevent its spread have had and could continue to have a material adverse effect on our business, results of operations and financial condition, and such effects will depend on future developments, which are highly uncertain and are difficult to predict. Global health concerns relating to the COVID-19 outbreak and related government actions taken to reduce the spread of the virus have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty and reduced certain sectors of economic activity. Efforts to contain the pandemic, including vaccinations, have made progress in reducing the impact of COVID-19 and some restrictions that were put in place to reduce the spread of the virus have relaxed. However, as new variants of the virus cause additional outbreaks, their impact cannot be predicted at this time and could depend on numerous factors, including the effectiveness of COVID-19 vaccines against the variants, the availability of effective vaccines in different parts of the world, vaccination rates among the population and the response by governmental bodies to the pandemic. The United States and state and local governments have taken steps to attempt to mitigate some of the more severe economic effects of the virus, including Congress’s passage of the CARES Act and related stimulus legislation. For example, the CARES Act, which was enacted on March 27, 2020, provided certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic 23 forbearance, and the Consolidated Appropriations Act, 2021, extended some of these relief provisions in certain respects as well as provided other forms of relief. Additionally, provisions of the CARES Act, as amended by the Consolidated Appropriations Act, 2021, and interagency guidance of the federal banking agencies, provide financial institutions the option to temporarily suspend requirements under United States generally accepted accounting principles ("U.S. GAAP") related to classification of certain loan modifications as troubled debt restructurings to account for the current and anticipated effects of COVID-19. Further, in response to the COVID-19 outbreak, the Federal Reserve implemented a number of facilities to provide emergency liquidity to various segments of the U.S. economy and financial markets. Many of these facilities have since expired. If economic conditions decline, the absence of these facilities and other legislative stimulus could have an adverse effect on the U.S. economy and ultimately on our business. The full impact on our business activities as a result of these government and regulatory policies, programs and guidelines, as well as regulators’ reactions to such activities, remains uncertain. Origin Bank’s participation in the PPP could subject us to increased governmental and regulatory scrutiny, negative publicity or increased exposure to litigation, which could increase our operational, legal and compliance costs and damage our reputation. Furthermore, the outbreak has adversely impacted, and is likely to further adversely impact, our workforce and operations and the operations of our borrowers, customers and business partners. In particular, we have and may continue to experience financial losses due to a number of operational factors impacting us or our borrowers, customers or business partners, including but not limited to: • • • • credit losses resulting from financial stress being experienced by our borrowers as a result of the outbreak and related governmental actions, particularly in the hotel, energy, non-essential retail, restaurant and assisted living industries, but across other industries as well; third-party disruptions, including outages at network providers and other suppliers; increased cyber and payment fraud risk, as cybercriminals attempt to profit from the disruption, given increased online and remote activity; and operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions. These factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and financial condition even after the COVID-19 outbreak has subsided. The spread of COVID-19 has caused us to modify our business practices, specifically developing work from home and social distancing plans for our employees. We may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities. The extent to which the COVID-19 outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, the continuing spread and rise of new variants, the actions to contain the virus or treat its impact, the rollout and effectiveness of vaccination programs and the effectiveness of vaccines against new variants, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, there may continue to be seasonal resurgences and we may continue to experience materially adverse impacts to our business as a result of the virus’s global economic impact. There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the effects could have a continuing material impact on our results of operations and heighten many of our known risks described herein. 24 The discontinuation of LIBOR could result in financial, operational, legal, reputational or compliance risks to us. On March 5, 2021, the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that (i) 24 LIBOR settings would cease to exist immediately after December 31, 2021 (all seven euro LIBOR settings; all seven Swiss franc LIBOR settings; the Spot Next, 1-week, 2-month, and 12-month Japanese yen LIBOR settings; the overnight, 1-week, 2-month, and 12-month sterling LIBOR settings; and the 1-week and 2-month US dollar LIBOR settings); (ii) the 1-month, 3-month, 6-month and 12-month US LIBOR settings would cease to exist after June 30, 2023; and (iii) the FCA would consult on whether the remaining nine LIBOR settings should continue to be published on a synthetic basis for a certain period using the FCA’s proposed new powers that the UK government is legislating to grant to them. Central banks and regulators in a number of major jurisdictions (for example, United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for interbank offered rates. To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. At this time, it is not possible to predict the effect of these changes, any establishment of alternative reference rates or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere or whether the COVID-19 outbreak will have a further effect on LIBOR transition plans. It is also not possible to predict the effect of any such alternative rates on the value of LIBOR-based securities or other securities or financial arrangements, given LIBOR's role in determining market interest rates globally. Given LIBOR's extensive use across financial markets, the transition away from LIBOR presents various risks and challenges to financial markets and institutions and could have a range of adverse effects on our business, financial condition and results of operations. Our commercial and consumer businesses issue, trade and hold various products that are currently indexed to LIBOR. Among other products, at December 31, 2021, we had approximately $1.80 billion of loans indexed to LIBOR. Our products that are indexed to LIBOR are significant, and if not sufficiently planned for, the discontinuation of LIBOR could result in financial, operational, legal, litigation, reputational or compliance risks to us. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, swaps and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations. All Origin notes contain fallback language that allows us to replace the index in the event LIBOR becomes unavailable, or unascertainable, ceases to be published or is otherwise unreliable. Such replacement is to be determined by Origin in our sole discretion and can include an effective adjustment to the spread, if deemed necessary by us. In addition, Origin Bank has reviewed various instruments' contracts and any inadequate fallback language may result in issues establishing an alternative index and adjusting the margin as applicable. We continue to monitor this activity and evaluate the related risks. In addition, in light of the FCA's announced schedule for the cessation of LIBOR, we will need to renegotiate credit agreements executed prior to the addition of the LIBOR fallback language and extending beyond June 30, 2023 that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with SOFR or another new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. Following the replacement of LIBOR, some or all of these credit agreements may bear interest at a lower interest rate, which could have an adverse impact on our results of operations. U.S. federal banking agencies expect banking organizations to cease entering into new contracts that use U.S. dollar LIBOR as a reference rate by no later than December 31, 2021, and to ensure existing contracts have robust fallback language that includes a clearly defined alternative reference rate. Origin suspended the utilization of LIBOR as an index for new and renewed loans and instrument contracts as of December 31, 2021. 25 We will be subject to heightened regulatory requirements if our total assets grow in excess of $10 billion as of December 31 of any calendar year. As of December 31, 2021, our total assets were $7.86 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 United States Consumer Financial Protection Bureau 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; no longer treated as a “small institution” for FDIC deposit insurance assessment purposes; 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. We will become subject to reduced debit interchange 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. 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. Moreover, our loss of eligibility under the exemption for small issuers could adversely affect or reduce our ability to maintain certain of our fee-sharing prepaid card partnerships, which have the right to terminate our agreement with respect to certain financial services under such circumstances. We may not be able to adequately measure and limit our credit risk, which could lead to unexpected losses. Our business depends on our ability to successfully measure and manage credit risk. As a lender, we are exposed to the risk that the principal of, or interest on, a loan will not be repaid timely or at all or that the value of any collateral supporting a loan will be insufficient to cover our outstanding exposure. In addition, we are exposed to risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions, and risks inherent in dealing with individual loans and borrowers. The creditworthiness of a borrower is affected by many factors, including local market conditions and general economic conditions. If the overall economic climate in the U.S., generally, or our market areas, specifically, experiences material disruption, our borrowers may experience difficulties in repaying their loans, the collateral we hold may decrease in value or become illiquid, and the level of nonperforming loans, charge-offs and delinquencies could rise and require significant additional provisions for credit losses. Additional factors related to the credit quality of commercial loans include the quality of the management of the business and the borrower's ability both to properly evaluate changes in the supply and demand characteristics affecting our market for products and services and to effectively respond to those changes. Additional factors related to the credit quality of commercial real estate loans include tenant vacancy rates and the quality of management of the property. Our risk management practices, such as monitoring the concentration of our loans within specific industries and our credit approval, review and administrative practices may not adequately reduce credit risk, and our credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting customers and the quality of the loan portfolio. A failure to effectively measure and limit the credit risk associated with our loan portfolio may result in loan defaults, foreclosures and additional charge-offs, and may necessitate that we significantly increase our allowance for credit losses, each of which could adversely affect our net income. As a result, our inability to successfully manage credit risk could have an adverse effect on our business, financial condition and results of operations. 26 As a business operating in the financial services industry, adverse conditions in the general business or economic environment could have a material adverse effect on our financial condition and results of operations. Our business and operations, which primarily consist of lending money to customers in the form of loans, borrowing money from customers in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the U.S. Uncertainty about the federal fiscal policymaking process, and the medium and long-term fiscal outlook of the federal government and U.S. economy, is a concern for businesses, consumers and investors in the U.S. In addition, economic conditions in foreign countries, including global political hostilities or public health outbreaks and uncertainty over the stability of foreign currency, could affect the stability of global financial markets, which could hinder domestic economic growth. The current economic environment is characterized by interest rates at historically low levels, which impacts our ability to attract deposits and to generate attractive earnings through our investment portfolio and we are unable to predict changes in market interest rates. Additionally, our business could be adversely affected by the effects of a widespread outbreak of disease pandemics, such as the outbreak of COVID-19, which has and continues to spread significantly in the United States. Any outbreak of disease pandemics and other adverse public health developments could further have an adverse effect on our business operations and could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could adversely affect our customers' businesses and results of operations. All of these factors are detrimental to our business, and the interplay between these factors can be complex and unpredictable. Our business is also significantly affected by monetary and related policies of the U.S. government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control. Adverse economic conditions and government responses to such conditions could have a material adverse effect on our business, financial condition, results of operations and prospects. Because a significant portion of our loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing certain of our loans and result in loan and other losses. Real estate values in many Texas, Louisiana and Mississippi markets have experienced periods of fluctuation over the last several years, and the market value of real estate can fluctuate significantly in a short period of time. At December 31, 2021, $3.13 billion, or 59.9%, of our total LHFI was comprised of loans with real estate as a primary component of collateral. We also make loans secured by real estate as a supplemental source of collateral. Adverse changes affecting real estate values and the liquidity of real estate in one or more of our markets could increase the credit risk associated with our loan portfolio, and could result in losses that adversely affect our business, financial condition, and results of operation. Negative changes in the economy affecting real estate values and liquidity in our market areas could significantly impair the value of property pledged as collateral on loans and affect our ability to sell the collateral upon foreclosure without a loss or additional losses. Collateral may have to be sold for less than the outstanding balance of the loan, which could result in losses on such loans. Such declines and losses could have an adverse effect on our business, financial condition and results of operations. If real estate values decline, it is also more likely that we would be required to increase our allowance for loan credit losses, which could have an adverse effect on our business, financial condition and results of operations. We rely heavily on our executive management team and other key employees, and the loss of any these individuals could adversely impact our business or reputation. Our success depends in large part on the performance of our key personnel, as well as on our ability to attract, motivate and retain highly qualified senior and middle management and other skilled employees. Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business plan may be lengthy. We may not be successful in retaining our key employees, and the unexpected loss of services of one or more of our key personnel could have an adverse effect on our business because of their skills, knowledge of our primary markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel. If the services of any of our key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to us, or at all, which could have an adverse effect on our business, financial condition and results of operations. 27 Unauthorized access, cyber-crime and other threats to data security may require significant resources, harm our reputation, and otherwise cause harm to our business. We necessarily collect, use and hold personal and financial information concerning individuals and businesses with which we have a banking relationship. This information includes non-public, personally-identifiable information that is protected under applicable federal and state laws and regulations. Additionally, certain of these data processing functions are not handled by us directly, but are outsourced to third-party providers. Our facilities and systems, and those of our third-party service providers, may be vulnerable to threats to data security, security breaches, acts of vandalism and other physical security threats, computer viruses or compromises, ransomware attacks, misplaced or lost data, programming and/or human errors or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of our confidential business, employee or customer information, whether originating with us, our vendors or retail businesses, could severely damage our reputation, expose us to the risks of civil litigation and liability, require the payment of regulatory fines or penalties or undertaking of costly remediation efforts with respect to third parties affected by a security breach, disrupt our operations, and have a material adverse effect on our business, financial condition and results of operations. 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 U.S. companies, including financial services companies much larger than us. 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 the Company. Further, the probability of a successful cyber-attack against us or one of our third-party services providers cannot be predicted. Cyber-security risks appear to be growing and, as a result, the cyber-resilience of banking organizations is of increased importance to federal and state banking agencies and other regulators. New or revised laws and regulations may significantly impact our current and planned privacy, data protection and information security-related practices, the collection, use, sharing, retention and safeguarding of consumer and employee information, and current or planned business activities. For example, a final rule that the federal banking agencies issued in November 2021 requires banking organizations to notify their primary federal regulator of significant computer security incidents within 36 hours of determining that such an incident has occurred. The compliance date of this rule is May 1, 2022. Compliance with current or future privacy, data protection and information security laws to which we are subject could result in higher compliance and technology costs and could restrict our ability to provide certain products and services, which could materially and adversely affect the Company's profitability. Our ability to attract and retain profitable bankers is critical to the success of our business strategy. Our ability to retain and grow our loans, deposits and fee income depends upon the business generation capabilities, reputation and relationship management skills of our bankers. If we were to lose the services of any of our bankers, including profitable bankers employed by banks that we may acquire, to a new or existing competitor or otherwise, we may not be able to retain valuable relationships and some of our customers could choose to use the services of a competitor instead of our services. Our growth strategy also relies on our ability to attract and retain additional profitable bankers. We may face difficulties in recruiting and retaining bankers of our desired caliber, including as a result of competition from other financial institutions. In particular, many of our competitors are significantly larger with greater financial resources, and may be able to offer more attractive compensation packages and broader career opportunities. Additionally, we may incur significant expenses and expend significant time and resources on training, integration and business development before we are able to determine whether a new banker will be profitable or effective. If we are unable to attract and retain profitable bankers, or if our bankers fail to meet our expectations in terms of customer relationships and profitability, we may be unable to execute our business strategy, which could have an adverse effect on our business, financial condition and results of operations. 28 The geographic concentration of our markets in Texas, Louisiana and Mississippi 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 banking franchise concentrated in the Interstate 20 Corridor between the Dallas/Fort Worth metropolitan area and Jackson, Mississippi, as well as in Houston, Texas. At December 31, 2021, 55.3% of our total loans (by dollar amount), excluding mortgage warehouse lines of credit, were made to borrowers who reside or conduct business in Texas, 28.6% attributable to Louisiana and 9.7% attributable to Mississippi, and substantially all 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. Our commercial real estate loan portfolio exposes us to risks that may be greater than the risks related to our other mortgage loans. Our loan portfolio includes non-owner-occupied commercial real estate loans for individuals and businesses for various purposes, which are secured by commercial properties, as well as real estate construction and development loans. At December 31, 2021, our non-owner-occupied commercial real estate loans totaled $1.17 billion, or 22.4%, of our total loan portfolio. These loans typically involve repayment dependent upon income generated, or expected to be generated, by the property securing the loan in amounts sufficient to cover operating expenses and debt service, which may be adversely affected by changes in the economy or local market conditions. These loans expose us to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be liquidated as easily as residential real estate because there are fewer potential purchasers of the collateral. Additionally, non-owner-occupied commercial real estate loans generally involve relatively large balances to single borrowers or related groups of borrowers. Accordingly, charge-offs on non-owner-occupied commercial real estate loans may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios. Unexpected deterioration in the credit quality of our commercial real estate loan portfolio would require us to increase our provision for loan losses, which would reduce our profitability, and could materially adversely affect our business, financial condition and results of operations. A large portion of our loan portfolio is comprised of commercial loans secured by receivables, inventory, equipment or other commercial collateral, the deterioration in value of which could expose us to credit losses. At December 31, 2021, approximately $1.35 billion, or 25.8%, of our total loans were commercial and industrial loans, excluding PPP loans, to businesses. In general, these loans are collateralized by general business assets, including, among other things, accounts receivable, inventory and equipment and many are backed by a personal guaranty of the borrower or principal. These commercial loans are typically larger in amount than loans to individuals and, therefore, have the potential for larger losses on a single loan basis. Additionally, the repayment of commercial loans is subject to the ongoing business operations of the borrower. The collateral securing such loans generally includes movable property, such as equipment and inventory, which may decline in value more rapidly than we anticipate, exposing us to increased credit risk. In addition, a portion of our customer base, including customers in the energy and real estate business, may be exposed to volatile businesses or industries which are sensitive to commodity prices or market fluctuations, such as energy prices. Accordingly, negative changes in commodity prices and real estate values and liquidity could impair the value of the collateral securing these loans. Significant adverse changes in the economy or local market conditions in which our commercial lending customers operate could cause rapid declines in loan collectability and the values associated with general business assets resulting in inadequate collateral coverage that may expose us to credit losses and could adversely affect our business, financial condition and results of operations. 29 Our loan portfolio contains a number of large loans to certain borrowers, and deterioration in the financial condition of these borrowers could have a significant adverse impact on our asset quality. Our growth over the past several years has been partially attributable to our ability to originate and retain relatively large loans given our asset size. At December 31, 2021, the size of our average loan held for investment was approximately $307,093. Further, at December 31, 2021, our 20 largest borrowing relationships, excluding mortgage loans held for sale, represented 15.2% of our outstanding loan portfolio, and 11.5% of our total commitments to extend credit. Along with other risks inherent in our loans, such as the deterioration of the underlying businesses or property securing these loans, the higher average size of our loans presents a risk to our lending operations. If any of our largest borrowers become unable to repay their loan obligations as a result of economic or market conditions or personal circumstances, our nonperforming loans and our provision for loan losses could increase significantly, which could have an adverse effect on our business, financial condition and results of operations. Our allowance for loan credit losses may prove to be insufficient to absorb losses inherent in our loan portfolio and our earnings could decrease. Our experience in the banking industry indicates that some portion of our loans will not be fully repaid in a timely manner or at all. Accordingly, we maintain an allowance for loan credit losses that represents management's judgment of expected losses and risks inherent in our loan portfolio. The level of the allowance reflects management's continuing evaluation of general economic conditions, diversification and seasoning of the loan portfolio, historic loss experience, identified credit problems, delinquency levels and adequacy of collateral. The determination of the appropriate level of the allowance for loan credit losses is inherently highly subjective and requires us to make significant estimates of and assumptions regarding current credit risks and future trends, all of which may undergo material changes. Inaccurate management assumptions, deterioration of economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require us to increase our allowance for loan credit losses and additional expenses may be incurred. At any time, we are likely to have loans in our portfolio that will result in losses but that have not been identified as nonperforming or potential problem credits. We cannot be certain that we will be able to identify deteriorating credits before they become nonperforming assets or that we will be able to limit or correctly estimate losses on those loans that are identified. In addition, our regulators, as an integral part of their periodic examination, review the adequacy of our allowance for loan credit losses and may direct us to make additions to the allowance based on their judgments about information available to them at the time of their examination. Changes in economic conditions or individual business or personal circumstances affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance. Further, if actual charge-offs in future periods exceed the amounts allocated to the allowance for loan credit losses, we may need additional provision for loan losses to restore the adequacy of our allowance for loan losses. If we are required to materially increase our level of allowance for loan credit losses for any reason, such increases could have an adverse effect on our business, financial condition and results of operations. We may have exposure to tax liabilities that are larger than we anticipate. The tax laws applicable to our business activities are subject to interpretation and may change over time. From time to time, legislative initiatives, such as corporate tax rate changes, which may impact our effective tax rate and could adversely affect our deferred tax assets or our tax positions or liabilities, may be enacted. The taxing authorities in the jurisdictions in which we operate may challenge our tax positions, which could increase our effective tax rate and harm our financial position and results of operations. In addition, our future income taxes could be adversely affected by earnings being higher than anticipated in jurisdictions that have higher statutory tax rates or by changes in tax laws, regulations or accounting principles. We are subject to audit and review by U.S. federal and state tax authorities. Any adverse outcome of such a review or audit could have a negative effect on our financial position and results of operations. In addition, the determination of our provision for income taxes and other liabilities requires significant judgment by management. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and could have a material adverse effect on our financial results in the period or periods for which such determination is made. 30 The small to medium-sized businesses that we lend to may have fewer resources to weather adverse business developments, which may impair our borrowers' ability to repay loans. We focus our business development and marketing strategy primarily on small to medium-sized businesses. Small to medium-sized businesses frequently have smaller market shares than their competition, may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete and may experience substantial volatility in operating results, any of which may impair a borrower's ability to repay a loan. In addition, the success of a small and medium-sized business often depends on the management skills, talents and efforts of one or two people or a small group of people, and the death, disability or resignation of one or more of these people could have an adverse impact on the business and its ability to repay its loan. If general economic conditions negatively impact the markets in which we operate and small to medium-sized businesses are adversely affected or our borrowers are otherwise harmed by adverse business developments, this, in turn, could have an adverse effect on our business, financial condition and results of operations. We face significant competition to attract and retain customers, which could impair our growth, decrease our profitability or result in loss of market share. We operate in the highly competitive banking industry and face significant competition for customers from bank and nonbank competitors, particularly regional and nationwide institutions, in originating loans, attracting deposits and providing other financial services. Our competitors are generally larger and may have significantly more resources, greater name recognition, and more extensive and established branch networks or geographic footprints than we do. Because of their scale, many of these competitors can be more aggressive than we can on loan and deposit pricing. Also, many of our nonbank competitors have fewer regulatory constraints and may have lower cost structures. We expect competition to continue to intensify due to financial institution consolidation; legislative, regulatory and technological changes; and the emergence of alternative banking sources. Our ability to compete successfully will depend on a number of factors, including, among other things: • • • • • • • our ability to develop, maintain and build long-term customer relationships based on top quality service, high ethical standards and safe, sound assets; our scope, relevance and pricing of products and services offered to meet customer needs and demands; the rate at which we introduce new products and services relative to our competitors; customer satisfaction with our level of service; our ability to expand our market position; industry and general economic trends; and our ability to keep pace with technological advances and to invest in new technology. Increased competition could require us to increase the rates we pay on deposits or lower the rates we offer on loans, which could reduce our profitability. Our failure to compete effectively in our primary markets could cause us to lose market share and could have an adverse effect on our business, financial condition and results of operations. Our ability to maintain our reputation is critical to the success of our business. Our business plan emphasizes relationship focused banking. We have benefited from strong relationships with and among our customers. As a result, our reputation is one of the most valuable components of our business. Our growth over the past several years has depended on attracting new customers from competing financial institutions and increasing our market share, primarily by our reputation in our primary markets and word-of-mouth advertising, rather than on growth in the market for banking services in our primary markets. As such, we strive to enhance our reputation by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve and delivering superior service to our customers. If our reputation is negatively affected by the actions of our employees or otherwise, our existing relationships may be damaged. We could lose some of our existing customers, including groups of large customers who have relationships with each other, and we may not be successful in attracting new customers. Any of these developments could have an adverse effect on our business, financial condition and results of operations. 31 Our business has grown rapidly, and we may not be able to maintain our historical rate of growth, which could have an adverse effect on our ability to successfully implement our business strategy. Our business has grown rapidly. Financial institutions that grow rapidly can experience significant difficulties as a result of rapid growth. Furthermore, our primary strategy focuses on organic growth, supplemented by acquisitions of banking teams or other financial institutions. We may be unable to execute on aspects of our growth strategy to sustain our historical rate of growth or we may be unable to grow at all. For example, we may be unable to generate sufficient new loans and deposits within acceptable risk and expense tolerances, obtain the personnel or funding necessary for additional growth or find suitable banking teams or acquisition candidates. Various factors, such as economic conditions and competition, may impede or prohibit the growth of our operations, the opening of new branches, and the consummation of acquisitions. Further, we may be unable to attract and retain experienced bankers, which could adversely affect our growth. The success of our strategy also depends on our ability to effectively manage growth, which is dependent upon a number of factors, including our ability to adapt existing credit, operational, technology and governance infrastructure to accommodate our expanded operations. If we fail to build infrastructure sufficient to support rapid growth or fail to implement one or more aspects of our strategy, we may be unable to maintain historical earnings trends, which could have an adverse effect on our business, financial condition and results of operations. In addition, the Louisiana Office of Financial Institutions or the Federal Reserve may direct us to restrain our growth. We may not be able to manage the risks associated with our anticipated growth and expansion through de novo branching. Our business strategy includes evaluating strategic opportunities to grow through de novo branching, and we believe that banking location expansion has been meaningful to our growth since inception. De novo branching carries with it certain potential risks, including significant startup costs and anticipated initial operating losses; an inability to gain regulatory approval; an inability to secure the services of qualified senior management to operate the de novo banking location and successfully integrate and promote our corporate culture; poor market reception for de novo banking locations established in markets where we do not have a preexisting reputation; challenges posed by local economic conditions; challenges associated with securing attractive locations at a reasonable cost; and the additional strain on management resources and internal systems and controls. Failure to adequately manage the risks associated with our anticipated growth through de novo branching could have an adverse effect on our business, financial condition and results of operations. De novo branches require regulatory approval or non-objection, which may not be forthcoming. Our financial condition and results of operations may be adversely affected by changes in accounting policies, standards and interpretations. The Financial Accounting Standards Board ("FASB") and other bodies that establish accounting standards periodically change the financial accounting and reporting standards governing the preparation of our financial statements. Additionally, those bodies that establish and interpret the accounting standards (such as the FASB, SEC and banking regulators) may change prior interpretations or positions on how these standards should be applied. Changes resulting from these new standards may result in materially different financial results and may require that we change how we process, analyze and report financial information and that we change financial reporting controls. We may pursue acquisitions in the future, which could expose us to financial, execution and operational risks. Although we plan to continue to grow our business organically, we may, from time to time, consider acquisition opportunities that we believe complement our activities and have the ability to enhance our profitability. Our acquisition activities could be material to our business and involve a number of risks, including those associated with: • • • • • the identification of suitable institutions or assets for acquisition; the diversion of management attention from the operation of our existing business to identify, evaluate and negotiate potential transactions; the ability to attract funding to support additional growth within acceptable risk tolerances; the use of inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets; the ability to maintain asset quality; 32 • • • • • • the adequacy of due diligence and the potential exposure to unknown or contingent liabilities related to the acquisition; the retention of customers and key personnel, including bankers; the timing and uncertainty associated with obtaining necessary regulatory approvals; the incurrence of an impairment of goodwill associated with an acquisition and adverse effects on our results of operations; the ability to successfully integrate acquired businesses; and the maintenance of adequate regulatory capital. The market for acquisition targets is highly competitive, which may adversely affect our ability to find acquisition candidates that fit our strategy and standards at acceptable prices. We face significant competition in pursuing acquisition targets from other banks and financial institutions, many of which possess greater financial, human, technical and other resources than we do. Our ability to compete in acquiring target institutions will depend on our available financial resources to fund the acquisitions, including the amount of cash and cash equivalents we have and the liquidity and value of our common stock. In addition, increased competition may also drive up the acquisition consideration that we will be required to pay in order to successfully capitalize on attractive acquisition opportunities. To the extent that we are unable to find suitable acquisition targets, an important component of our growth strategy may not be realized. Acquisitions of financial institutions also involve operational risks and uncertainties, such as unknown or contingent liabilities with no available manner of recourse, exposure to unexpected problems such as asset quality, the retention of key employees and customers, and other issues that could negatively affect our business. We may not be able to complete future acquisitions after dedicating substantial resources or, if completed, we may not be able to successfully integrate the operations, technology platforms, management, products and services of the entities that we acquire or to realize our expected benefits or our attempts to eliminate redundancies. The integration process may also require significant time and attention from our management that would otherwise be directed toward servicing existing business and developing new business. Failure to successfully integrate the entities we acquire into our existing operations in a timely manner may increase our operating costs significantly and could have an adverse effect on our business, financial condition and results of operations. Further, acquisitions typically involve the payment of a premium over book and market values and, therefore, some dilution of our book value and net income per common share may occur in connection with any future acquisition, and the carrying amount of any goodwill that we currently maintain or may acquire may be subject to impairment in future periods. 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. A significant portion of our business is generated from markets that have been, and may continue to be, damaged by major hurricanes, floods, tropical storms, tornadoes and other natural disasters and adverse weather, which may grow more severe as a result of climate change. Natural disasters can disrupt our operations, cause widespread property damage, and severely depress the local economies in which we operate. If the economies in our primary markets experience an overall decline as a result of a natural disaster, adverse weather, climate change or other disaster, demand for loans and our other products and services could be reduced. In addition, the rates of delinquencies, foreclosures, bankruptcies and loan losses may increase substantially, as uninsured property losses or sustained job interruption or loss may materially impair the ability of borrowers to repay their loans. Moreover, the value of real estate or other collateral that secures the loans could be materially and adversely affected by a disaster. A disaster could, therefore, result in decreased revenue and loan losses that could have an adverse effect on our business, financial condition and results of operations. 33 We have a continuing need for technological change, and we may not have the resources to effectively implement new technology, or we may experience operational challenges when implementing new technology. The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services and a 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. These changes may be more difficult or expensive than we anticipate. Many of our larger competitors have substantially greater resources to invest in technological improvements. As a result, they may be able to offer additional or superior products compared to those that we will be able to provide, which would put us at a competitive disadvantage. Accordingly, we may lose customers seeking new technology-driven products and services to the extent we are unable to provide such products and services. New lines of business, products, product enhancements or services may subject us to additional risks. From time to time, we implement new lines of business, or offer new products and product enhancements as well as new services within our existing lines of business, and we will continue to do so in the future. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In implementing, developing or marketing new lines of business, products, product enhancements or services, we may invest significant time and resources, although we may not assign the appropriate level of resources or expertise necessary to make these new lines of business, products, product enhancements or services successful or to realize their expected benefits. Further, initial timetables for the introduction and development of new lines of business, products, product enhancements or services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the ultimate implementation of a new line of business or offerings of new products, product enhancements or services. Furthermore, any new line of business, product, product enhancement or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or offerings of new products, product enhancements or services could have an adverse impact on our business, financial condition or results of operations. We are dependent on the use of data and modeling in our management's decision-making and faulty data or modeling approaches could negatively impact our decision-making ability or possibly subject us to regulatory scrutiny in the future. The use of statistical and quantitative models and other quantitative analyses is endemic to bank decision-making, and the employment of such analyses is becoming increasingly widespread in our operations. Liquidity stress testing, interest rate sensitivity analysis, and the identification of possible violations of anti-money laundering regulations are all examples of areas in which we are dependent on models and the data that underlies them. The use of statistical and quantitative models is also becoming more prevalent in regulatory compliance. While we are not currently subject to annual Dodd-Frank Act stress testing and the Comprehensive Capital Analysis and Review submissions, we currently utilize stress testing for capital, credit and liquidity purposes and anticipate that model-derived testing may become more extensively implemented by regulators in the future. 34 We anticipate data-based modeling will penetrate further into bank decision-making, particularly risk management efforts, as the capacities developed to meet rigorous stress testing requirements are able to be employed more widely and in differing applications. While we believe these quantitative techniques and approaches improve our decision-making, they also create the possibility that faulty data or flawed quantitative approaches could negatively impact our decision-making ability or, if we become subject to regulatory stress-testing in the future, adverse regulatory scrutiny. We seek to mitigate this risk by performing back-testing to analyze the accuracy of these techniques and approaches. Secondarily, because of the complexity inherent in these approaches, misunderstanding or misuse of their outputs could similarly result in suboptimal decision-making. Failure to successfully manage these risks could have an adverse impact on our business, financial condition or results of operations. We may be required to repurchase mortgage loans in some circumstances, which could diminish our liquidity. Historically, we have originated whole mortgage loans for sale in the secondary market. When mortgage loans are sold in the secondary market, we are required to make customary representations and warranties to the purchasers about the mortgage loans and the manner in which they were originated. The mortgage loan sale agreements require us to repurchase or substitute mortgage loans or indemnify buyers against losses, in the event we breach these representations and warranties. In addition, we may be required to repurchase mortgage loans as a result of early payment default of the borrower on a mortgage loan. With respect to loans that are originated by us through our broker or correspondents, the remedies available against the originating broker or correspondent, if any, may not be as broad as the remedies available to a purchaser of mortgage loans against us or the originating broker or correspondent, if any, may not have the financial capacity to perform remedies that otherwise may be available. Therefore, if a purchaser enforces their remedies against us, we may not be able to recover losses from the originating broker or correspondent. If repurchase and indemnity demands increase and such demands are valid claims, it could diminish our liquidity, which could have an adverse effect on our business, financial condition and results of operations. We were not required to repurchase any material amount of mortgage loans sold into the secondary market during 2021, 2020 or 2019. Interest rate shifts could reduce net interest income. The majority of our banking assets are monetary in nature and subject to risk from changes in interest rates. Like most financial institutions, our earnings and cash flows depend to a great extent upon the level of our net interest income, or the difference between the interest income we earn on loans, investments and other interest-earning assets, and the interest we pay on interest-bearing liabilities, such as deposits and borrowings. 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. Repricing gap analysis compares risk sensitive assets (“RSAs”) to rate sensitive liabilities (“RSLs”) to determine asset or liability sensitivity. At December 31, 2021, our one year cumulative RSAs exceeded our cumulative RSLs by $364.3 million, representing a cumulate gap to total assets of 4.66%. Our interest sensitivity profile was asset sensitive at December 31, 2021, meaning that we estimate our net interest income would increase from rising interest rates and decline with falling interest rates. Additionally, an increase 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. Although our asset-liability management strategy is designed to control and mitigate exposure to the risks related to changes in market interest rates, those rates are affected by many factors outside of our control, including governmental monetary policies, inflation, deflation, recession, changes in unemployment, the money supply, international disorder and instability in domestic and foreign financial markets. 35 Changes in interest rates may change the value of our mortgage servicing rights portfolio, which may increase the volatility of our earnings. As a result of our mortgage servicing business, we have a portfolio of mortgage servicing rights on unpaid principal balances of $1.87 billion at December 31, 2021. A mortgage servicing right is the right to service a mortgage loan - collect principal, interest and escrow amounts - for a fee. We measure and carry our entire residential mortgage servicing rights using the fair value measurement method. Fair value is determined as the present value of estimated future net servicing income, calculated based on a number of variables, including assumptions about the likelihood of prepayment by borrowers. The primary risk associated with mortgage servicing rights is that in a declining interest rate environment, they will likely lose a substantial portion of their value as a result of higher than anticipated prepayments. Moreover, if prepayments are greater than expected, the cash we receive over the life of the mortgage loans would be reduced. Conversely, these assets generally increase in value in a rising interest rate environment to the extent that prepayments are slower than previously estimated. An increase in the size of our mortgage servicing rights portfolio may increase our interest rate risk. At December 31, 2021, our mortgage servicing rights had a fair value of $16.2 million, compared to $13.7 million at December 31, 2020. Changes in fair value of our mortgage servicing rights are recorded to earnings in each period. Depending on the interest rate environment, it is possible that the fair value of our mortgage servicing rights may be reduced in the future. If such changes in fair value significantly reduce the carrying value of our mortgage servicing rights, our business, financial condition and results of operations could be adversely affected. A lack of liquidity could impair our ability to fund operations. Liquidity is essential to our business, and we monitor our liquidity and manage our liquidity risk at the holding company and bank levels. We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our loans and investment securities, respectively, to ensure that we have adequate liquidity to fund our operations. An inability to raise funds through deposits, borrowings, the sale of our investment securities, the sale of loans, and other sources could have a substantial negative effect on our liquidity. Our most important source of funds is deposits. Deposit balances can decrease when customers perceive alternative investments as providing a better risk/return tradeoff. If customers move money out of bank deposits and into other investments such as money market funds, we would lose a relatively low-cost source of funds, increasing our funding costs and reducing our net interest income and net income. 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. Additional liquidity is provided by the ability to borrow from the Federal Reserve Bank of Dallas and the Federal Home Loan Bank of Dallas. 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. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, or to fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity and could, in turn, have an adverse effect on our business, financial condition and results of operations. In addition, because our primary asset at the holding company level is the bank, our liquidity at the holding company level depends primarily on our receipt of dividends from the bank. If the bank is unable to pay dividends to us for any reason, we may be unable to satisfy our holding company level obligations, which include funding operating expenses and debt service obligations. 36 We may need to raise additional capital in the future, and if we fail to maintain sufficient capital, we may not be able to maintain regulatory compliance. We face significant capital and other regulatory requirements as a financial institution. We may need to raise additional capital in the future to provide us with sufficient capital resources and liquidity to meet our commitments and business needs, which could include the possibility of financing acquisitions. In addition, we, on a consolidated basis, and Origin Bank, on a stand-alone basis, must meet certain regulatory capital requirements and maintain sufficient liquidity in such amounts as the regulators may require from time to time. Importantly, regulatory capital requirements could increase from current levels, which could require us to raise additional capital or reduce our operations. Even if we satisfy all applicable regulatory capital minimums, our regulators could ask us to maintain capital levels which are significantly in excess of those minimums. Our ability to raise additional capital depends on conditions in the capital markets, economic conditions and a number of other factors, including investor perceptions regarding the banking industry, market conditions and governmental activities, and on our financial condition and performance. Accordingly, we cannot assure you that we will be able to raise additional capital if needed or on terms acceptable to us. If we fail to maintain capital to meet regulatory requirements, we could be subject to enforcement actions or other regulatory consequences, which could have an adverse effect on our business, financial condition and results of operation. By engaging in derivative transactions, we are exposed to additional credit and market risk. 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. 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 transition away from LIBOR as the interest rate benchmark for derivatives, including interest rate swaps, also may present market risk. 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. The fair value of our investment securities can fluctuate due to factors outside of our control. At December 31, 2021, the fair value of our portfolio of available for sale investment securities was approximately $1.50 billion, which included a net unrealized gain of approximately $7.3 million. 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. 37 If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. Ensuring that we have adequate disclosure controls and procedures, including internal control over financial reporting, in place so that we can produce accurate financial statements on a timely basis, is costly and time-consuming and needs to be re-evaluated frequently. Under applicable law, we must provide annual management assessments of the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective due to our failure to cure any identified material weakness or otherwise. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may not conclude that our internal control over financial reporting is effective. In the future, our independent registered public accounting firm may not be satisfied with our internal control over financial reporting or the level at which our controls are documented, designed, operated or reviewed, or it may interpret the relevant requirements differently from us. In addition, during the course of the evaluation, documentation and testing of our internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the SEC, for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. Any deficiencies in our internal control over financial reporting may also subject us to adverse regulatory consequences. If we fail to achieve and maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may be unable to report our financial information on a timely basis, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with applicable law, and we may suffer adverse regulatory consequences or violate applicable listing standards. In addition, if we fail to achieve and maintain the adequacy of our internal control over financial reporting, we could experience a loss of investor confidence in the reliability of our financial statements. Material weaknesses in our financial reporting or internal controls could result in a material misstatement in our financial statements and negatively affect investor confidence. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, 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. The identification of any material weakness could also result in investors losing confidence in our internal control systems and questioning our reported financial information, which, among other things, could have a negative impact on the trading price of our common stock. Additionally, we could become subject to increased regulatory scrutiny and a higher risk of stockholder litigation, which could result in significant additional expenses and require additional financial and management resources. We rely on third parties to provide key components of our business infrastructure, and a failure of these parties to perform for any reason could disrupt our operations. Third parties provide key components of our business infrastructure such as data processing, internet connections, network access, core application processing, statement production and account analysis. Our business depends on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party servicers. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. Replacing vendors or addressing other issues with our third-party service providers could entail significant delay and expense. If we are unable to efficiently replace ineffective service providers, or if we experience a significant, sustained or repeated, system failure or service denial, it could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and subject us to additional regulatory scrutiny and possible financial liability, any of which could have an adverse effect on our business, financial condition and results of operations. 38 We are subject to environmental liability risk associated with our lending activities. In the course of our business, we may purchase real estate, or we may foreclose on and take title to real estate. As a result, we could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Any significant environmental liabilities could cause an adverse effect on our business, financial condition and results of operations. We are subject to claims and litigation pertaining to intellectual property. Banking and other financial services companies, such as ours, rely on technology companies to provide information technology products and services necessary to support their day-to-day operations. Technology companies frequently enter into litigation based on allegations of patent infringement or other violations of intellectual property rights. In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. Competitors of our vendors, or other individuals or companies, may from time to time claim to hold intellectual property sold to us by our vendors. Such claims may increase in the future as the financial services sector becomes more reliant on information technology vendors. The plaintiffs in these actions frequently seek injunctions and substantial damages. Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants, we may have to engage in protracted litigation. Such litigation is often expensive, time- consuming, disruptive to our operations and distracting to management. If we are found to infringe one or more patents or other intellectual property rights, we may be required to pay substantial damages or royalties to a third party. In certain cases, we may consider entering into licensing agreements for disputed intellectual property, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur. These licenses may also significantly increase our operating expenses. If legal matters related to intellectual property claims were resolved against us or settled, we could be required to make payments in amounts that could have an adverse effect on our business, financial condition and results of operations. We may be adversely affected by the soundness of other financial institutions. Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to different industries and counterparties, and through transactions with counterparties in the financial services industry, including broker-dealers, commercial banks, investment banks, and other financial intermediaries. In addition, we participate in loans originated by other institutions, and we participate in syndicated transactions (including shared national credits) in which other lenders serve as the lead bank. As a result, defaults by, declines in the financial condition of, or even rumors or questions about, one or more financial institutions, financial service companies or the financial services industry generally, may lead to market-wide liquidity, asset quality or other problems and could lead to losses or defaults by us or by other institutions. These problems, losses or defaults could have an adverse effect on our business, financial condition and results of operations. 39 Risks Related to the Regulation of Our Industry We operate in a highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in them, or our failure to comply with them, could subject us to regulatory action or penalties. We are subject to extensive regulation, supervision and legal requirements that govern almost all aspects of our operations. These laws and regulations are not intended to protect our stockholders. Rather, these laws and regulations are intended to protect customers, depositors, the Deposit Insurance Fund and the overall financial stability of the U.S., and not stockholders or counterparties. These laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the business activities in which we can engage, limit the dividends or distributions that Origin Bank can pay to us, and that we can pay to our stockholders, and impose certain specific accounting requirements on us that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than U.S. GAAP alone would generally require. Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose additional compliance costs. Our failure to comply with these laws and regulations, even if the failure follows good faith effort or reflects a difference in interpretation, could subject us to restrictions on our business activities, fines and other penalties, any of which could adversely affect our results of operations, capital base and the price of our securities. Further, any new laws, rules and regulations could make compliance more difficult or expensive. All of these laws and regulations, and the supervisory framework applicable to our industry, could have a material adverse effect on our business, financial condition, and results of operations. We are subject to stringent capital requirements, which may result in lower returns on equity, require us to raise additional capital, limit growth opportunities or result in regulatory restrictions. 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. Failure to exceed the capital conservation buffer will result in certain limitations on dividends, capital repurchases, and discretionary bonus payments to executive officers. Even if we meet minimum capital requirements, it is possible that our regulators may ask us to raise additional capital. We face a risk of noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations. The federal Bank Secrecy Act, USA Patriot Act of 2001 and other laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering programs and file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network, established by the Treasury to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal bank regulatory agencies, as well as the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. Federal bank regulatory agencies and state bank regulators also have begun to focus on compliance with Bank Secrecy Act and anti- money laundering regulations. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, which would negatively impact our business, financial condition and results of operations. 40 Failure by Origin Bank to perform satisfactorily on its Community Reinvestment Act evaluations could make it more difficult for our business to grow. The performance of a bank under the CRA, in meeting the credit needs of its community is a factor that must be taken into consideration when the federal banking agencies evaluate applications related to mergers and acquisitions, as well as branch opening and relocations. If Origin Bank is unable to maintain at least a "Satisfactory" CRA rating, our ability to complete the acquisition of another financial institution or open a new branch will be adversely impacted. If Origin Bank received an overall CRA rating of less than "Satisfactory", the Federal Reserve would not re-evaluate its rating until its next CRA examination, which may not occur for several more years, and it is possible that a low CRA rating would not improve in the future. Increases in Federal Deposit Insurance Corporation insurance premiums could adversely affect our earnings and results of operations. 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 financial crisis for the purpose of restoring the reserve ratios of the Deposit Insurance Fund. 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. Risks Related to Investing in Our Common Stock The market price of our common stock may be subject to substantial fluctuations, which may make it difficult for you to sell your shares at the volume, prices and times desired. The market price of our common stock may be highly volatile, which may make it difficult for you to resell your shares at the volume, prices and times desired. There are many factors that may impact the market price and trading volume of our common stock, including, without limitation: • • • • • • • • • • • • • actual or anticipated fluctuations in our operating results, financial condition or asset quality; changes in economic or business conditions; the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve, or in laws or regulations affecting us; the public reaction to our press releases, our other public announcements and our filings with the SEC; changes in accounting standards, policies, guidance, interpretations or principles; the number of securities analysts covering us; publication of research reports about us, our competitors, or the financial services industry generally, or changes in, or failure to meet, securities analysts' estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage; changes in market valuations or earnings of companies that investors deem comparable to us; the trading volume of our common stock; future issuances of our common stock or other securities; future sales of our common stock by us or our directors, executive officers or significant stockholders; additions or departures of key personnel; perceptions in the marketplace regarding our competitors and us; 41 • • • significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving our competitors or us; other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services; and other news, announcements or disclosures (whether by us or others) related to us, our competitors, our core market or the financial services industry. In particular, the realization of any of the risks described in this "Risk Factors" section of this report or other unknown risks could have a material adverse effect on the market price of our common stock and cause the value of your investment to decline. The stock market and, in particular, the market for financial institution stocks have experienced substantial fluctuations in recent years, which in many cases have been unrelated to the operating performance and prospects of particular companies. In addition, significant fluctuations in the trading volume of our common stock may cause significant price variations to occur. Increased market volatility could have an adverse effect on the market price of our common stock, which could make it difficult to sell your shares at the volume, prices and times desired. Our dividend policy may change without notice, our future ability to pay dividends is subject to restrictions, and we may not pay dividends in the future. We are dependent on dividends from the Bank to meet our financial obligations and pay dividends to our stockholders. Holders of our common stock are entitled to receive only such cash dividends as our board of directors may declare out of funds legally available for the payment of dividends. Our board of directors may, in its sole discretion, change the amount or frequency of dividends or discontinue the payment of dividends entirely at any time without notice to our stockholders. Our ability to pay dividends may also be limited on account of our outstanding indebtedness as we generally must make payments on our junior subordinated indebtedness and our outstanding indebtedness before any dividends can be paid on our common stock. Additionally, because our primary asset is our investment in the stock of Origin Bank, we are dependent upon dividends from the bank to pay our operating expenses, satisfy our obligations and pay dividends on our common stock, and the bank's ability to pay dividends on its common stock will substantially depend upon its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate and other factors deemed relevant by its board of directors. In addition, our and the Bank's ability to declare and pay dividends depends on numerous laws and banking regulations and guidance that limit our and Origin Bank's ability to pay dividends, including the guidelines of the Federal Reserve regarding capital adequacy and dividends. As a consequence of these various limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our common stock. Any change in the level of our dividends or the suspension of the payment thereof could have a material adverse effect on the market price of our common stock. Securities analysts may not continue coverage on us. The trading market for our common stock will depend, in part, on the research and reports that securities analysts publish about us and our business. We do not have any control over these securities analysts, and they may not continue to cover us. If one or more of these analysts cease to cover us or fail to publish regular reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our common stock to decline. If we are covered by securities analysts and are the subject of an unfavorable report, the price of our common stock may decline. An investment in our common stock is not an insured deposit and is subject to risk of loss. Your investment in our common stock will not be a bank deposit and will not be insured or guaranteed by the FDIC or any other government agency. Your investment will be subject to investment risk, and you must be capable of affording the loss of your entire investment. Item 1B. Unresolved Staff Comments None. 42 Item 2. Properties At December 31, 2021, our executive offices and those of Origin Bank were located at 500 South Service Road East, Ruston, Louisiana 71270 and we operated through 44 banking centers in Texas, Louisiana and Mississippi. At December 31, 2021, our primary offices outside of Louisiana were located in Dallas, Texas, Houston, Texas and Ridgeland, Mississippi. At December 31, 2021, Origin Bank owned its main office building and 25 of its banking centers, as well as a controlling interest in its operations center. The remaining facilities were occupied under lease agreements, terms of which range from month to month to 17 years. We believe that our banking and other offices are in good condition and are suitable and adequate to our needs. At December 31, 2021, our insurance holdings operated through 14 leased offices primarily located in Louisiana. Item 3. Legal Proceedings We are subject to various legal actions that arise from time to time in the ordinary course of business. While the ultimate outcome of pending proceedings cannot be predicted with certainty, at this time, management does not expect any such proceedings, either individually or in the aggregate, would have a material adverse effect on our consolidated financial position or results of operations. However, one or more unfavorable outcomes in any legal action against us could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management's attention and may materially adversely affect our reputation, even if resolved in our favor. Item 4. Mine Safety Disclosures Not applicable. 43 PART II Item 5. Equity Securities Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Our common stock is listed on the Nasdaq Global Select Market under the symbol "OBNK". Our common stock began trading on the Nasdaq Global Select Market on May 9, 2018. Prior to that date, there was no public trading market for our common stock. At January 25, 2022, there were approximately 3,260 holders of record of our common stock as reported by our transfer agent. We intend to pay quarterly cash dividends on our common stock, subject to approval by our board of directors. Although we expect to pay dividends according to our dividend policy, we may elect not to pay dividends. Any declarations of dividends, and the amount and timing thereof, will be at the discretion of our board of directors. In determining the amount of any future dividends, our board of directors will take into account our earnings, capital requirements, financial condition and any other relevant factors. The primary source for dividends paid to stockholders are dividends or capital distributions paid to the Company from the Bank. There are regulatory restrictions on the ability of the Bank to pay dividends. Therefore, there can be no assurance that we will pay any dividends to holders of our stock or the amount of any such dividends. See "Item 1. Business - Regulation and Supervision" above and see Note 17 - Capital and Regulatory Matters contained in Item 8 of this report. Equity Compensation Plans See "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" Stock Performance Graph The following graph compares the cumulative total stockholder return on our common stock to the cumulative total stockholder return for the Nasdaq Composite Index and the Nasdaq U.S. Benchmark Banks TR Index for the period beginning on May 9, 2018, the first day of trading of our common stock on the Nasdaq Global Select Market under the symbol "OBNK", through December 31, 2021. The following reflects index values as of close of trading, assumes $100.00 invested on May 9, 2018, in our common stock, the Nasdaq Composite Index, and the Nasdaq U.S. Benchmark Banks TR Index and assumes the reinvestment of dividends, if any. The historical price of our common stock represented in this graph represents past performance and is not necessarily indicative of future performance. Both the SNL Index for U.S.Banks with total assets between $1.0 billion and $5.0 billion and the SNL Index for U.S. Banks with total assets between $5.0 billion and $10.00 billion that were disclosed in the graph referenced below in our Annual Report on Form 10-K for the year ended December 31, 2020, have been discontinued and are no longer available. 44 Comparison of Cumulative Total Stockholder ReturnOrigin Bancorp, Inc.Nasdaq Composite IndexNasdaq U.S. Benchmark Banks TR Index05/09/1806/30/1812/31/1806/30/1912/31/1906/30/2012/31/2006/30/2112/31/21$60$90$120$150$180$210 May 9, 2018 Jun 30, 2018 Dec 31, 2018 Jun 30, 2019 Dec 31, 2019 Jun 30, 2020 Dec 31, 2020 Jun 30, 2021 Dec 31, 2021 Origin Bancorp, Inc. $ 100.00 $ 120.51 $ 100.48 $ 97.49 $ 112.41 $ 65.87 $ 83.80 $ 128.80 $ 131.00 Nasdaq Composite Index 100.00 102.32 90.40 109.08 122.24 137.04 175.34 197.60 213.15 Nasdaq U.S. Benchmark Banks TR Index 100.00 95.3 81.39 94.85 111.66 73.29 97.37 126.7 133.69 Unregistered Sales of Equity Securities and Use of Proceeds Stock Repurchases In July 2019, our board of directors authorized a stock buyback program pursuant to which we may, from time to time, purchase up to $40 million of our outstanding common stock. The shares may be repurchased in the open market or in privately negotiated transactions from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the SEC. The stock buyback program was initially approved for a period of 36 months, but may be extended, terminated or amended by our board of directors. At December 31, 2021, there remained approximately $28.0 million of capacity under the stock buyback program. The following table summarizes the Company's stock repurchase activity for the year ended December 31, 2021. (Dollars in thousands, except per share amounts) Period Total first quarter 2021 Total second quarter 2021 Total third quarter 2021 Total fourth quarter 2021 Total 2021 Item 6. [Reserved] Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan at the End of the Period 37,568 $ 33.42 37,568 $ — — — — — — — — — 37,568 $ 33.42 37,568 $ 27,962 27,962 27,962 27,962 27,962 45 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis presents our financial condition and results of operations on a consolidated basis. However, we conduct all of our material business operations through our wholly-owned bank subsidiary, Origin Bank, and the discussion and analysis that follows primarily relates to activities conducted at the Bank level. The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes contained in Item 8 of this report. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management's expectations. Factors that could cause such differences are discussed in the sections titled "Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk Factors." We assume no obligation to update any of these forward-looking statements. Discussion in this Form 10-K includes results of operations and financial condition for 2021 and 2020 and year- over-year comparisons between 2021 and 2020. For discussion on results of operations and financial condition pertaining to 2020 and 2019 and year-over-year comparisons between 2020 and 2019, please refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 2, 2021. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP and with general practices within the financial services industry. Application of these principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances. These assumptions form the basis for our judgments about the carrying values of assets and liabilities that are not readily available from independent, objective sources. We evaluate our estimates on an ongoing basis. Use of alternative assumptions may have resulted in significantly different estimates. Actual results may differ from these estimates. Please refer to Note 1 - Significant Accounting Policies to our consolidated financial statements contained in Item 8 of this report for a full discussion of our accounting policies, including estimates. We have identified the following accounting estimates that, due to the difficult, subjective or complex judgments and assumptions inherent in those estimates and the potential sensitivity of the financial statements to those judgments and assumptions, are critical to an understanding of our financial condition and results of operations. We believe that the judgments, estimates and assumptions used in the preparation of the financial statements are appropriate. Allowance for Credit Losses. Effective January 1, 2020, we adopted the current expected credit losses methodology ("CECL") for estimating allowances for credit losses, resulting in a change to the reporting of credit losses for assets held at amortized cost basis and available for sale debt securities. As a result, we recognized a one-time, after-tax cumulative effect adjustment of $760,000 to retained earnings at the beginning of the first quarter of 2020, increasing the allowance for credit losses by approximately $1.2 million and decreasing the off-balance sheet reserve by $381,000. The allowance for loan credit losses represents the estimated losses for loans accounted for on an amortized cost basis. Expected losses are calculated using relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We evaluate LHFI on a pool basis with pools of loans characterized by loan type, collateral, industry, internal credit risk rating and FICO score. The amount of the allowance for loan credit losses is affected by loan charge-offs, which decrease the allowance, recoveries on loans previously charged off, which increase the allowance, as well as the provision for loan credit losses charged to income, which increases the allowance. In determining the provision for loan credit losses, management monitors fluctuations in the allowance resulting from actual charge-offs and recoveries and periodically reviews the size and composition of the loan portfolio in light of current and forecasted economic conditions. If actual losses exceed the amount of allowance for loan credit losses, it could materially and adversely affect our earnings. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Credit losses are charged against the allowance for credit losses when management believes the loss is confirmed. 46 In the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule that provided banking organizations that adopted CECL during the 2020 calendar year with the option to delay the regulatory capital impact for up to two years (beginning January 1, 2020), followed by a three-year transition period. We elected to use the two-year delay of CECL’s impact on our regulatory capital (from January 1, 2020 through December 31, 2021) followed by the three-year transition period of CECL’s initial impact on our regulatory capital (from January 1, 2022 through December 31, 2024), and, accordingly, we will begin to amortize the CECL adoption impact to our regulatory capital beginning on January 1, 2022. Given the small size of the CECL adoption impact the amortization is not expected to significantly affect our regulatory capital. Mortgage Servicing Rights. We recognize the rights to service mortgage loans based on the estimated fair value of the Mortgage Servicing Right ("MSR") when loans are sold and the associated servicing rights are retained. We elected to account for the MSR at fair value. The fair value of the MSR is determined using a valuation model administered by a third-party that calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, default rates, cost to service (including delinquency and foreclosure costs), escrow account earnings, contractual servicing fee income and other ancillary income such as late fees. Management reviews all significant assumptions quarterly. Mortgage loan prepayment speeds, a key assumption in the model, is the annual rate at which borrowers are forecasted to repay their mortgage loan principal. The discount rate used to determine the present value of estimated future net servicing income, another key assumption in the model, is an estimate of the rate of return investors in the market would require for an asset with similar risk. Both assumptions can, and generally will, change as market conditions and interest rates change. An increase in either the prepayment speed or discount rate assumption will result in a decrease in the fair value of the MSR, while a decrease in these assumptions will result in an increase in the fair value of the MSR. In recent years, there have been significant market-driven fluctuations in loan prepayment speeds and discount rates. These fluctuations can be rapid and may continue to be significant. Therefore, estimating prepayment speed and/or discount rates within ranges that market participants would use in determining the fair value of the MSR requires significant management judgment. General We are a financial holding company headquartered in Ruston, Louisiana. Our wholly-owned bank subsidiary, Origin Bank, was founded in 1912. Deeply rooted in our history is a culture committed to providing personalized, relationship banking to its clients and communities. We provide a broad range of financial services to businesses, municipalities, high net- worth individuals and retail clients. We currently operate 44 banking centers located from Dallas/Fort Worth and Houston, Texas, across North Louisiana and into Mississippi. 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-bearing 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. Changes in market interest rates and the interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as in the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and stockholders' equity, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions, as well as developments affecting the real estate, technology, financial services, insurance, transportation and manufacturing sectors within our target markets. 47 Results of Operations Selected income statement data, returns on average assets and average equity for the comparable periods were as follows: (Dollars in thousands, except per share amounts) Net income Pre-tax, pre-provision earnings ("PTPP")(1) Financial ratios: Return on average assets (2) Return on average equity (2) At and for the Years Ended December 31, 2021 2020 2019 $ 108,546 $ 36,357 $ 121,666 104,253 53,882 76,116 1.45 % 15.79 0.56 % 5.82 1.06 % 9.27 ____________________________ (1) PTPP earnings and tangible book value per common share, are non-GAAP financial measures. For a reconciliation of these non-GAAP financial measures to their comparable U.S. GAAP measures, please see "Non-GAAP Financial Measures in Item 7 of this report. All average balances are calculated using average daily balances. (2) Net Interest Income and Net Interest Margin Net interest income for the year ended December 31, 2021, was $216.3 million, an increase of $24.7 million over the year ended December 31, 2020. The increase was primarily due to a $13.7 million reduction in total deposit interest expenses, coupled with increases of $9.4 million, $5.2 million and $4.2 million in interest income from PPP loans, mortgage warehouse lines of credit and investment securities, respectively. These increases were partially offset by a decrease of $6.9 million in interest earned on commercial and industrial, excluding PPP loans, coupled with an increase of $3.2 million of interest expense on our subordinated indebtedness, during the year ended December 31, 2021, compared to the year ended December 31, 2020. Deposit interest expense decreased to $13.4 million during the year ended December 31, 2021, compared to $27.2 million during the year ended December 31, 2020, primarily due to a reduction in deposit rates during the intervening 12- month period. The average rate paid on savings and interest-bearing transaction accounts was 0.24% for the year ended December 31, 2021, down from 0.52% for the year ended December 31, 2020, accounting for $10.2 million of the decrease in interest expense from the year ended December 31, 2020. The average rate on time deposits decreased to 0.75% for the year ended December 31, 2021, down from 1.62% for the year ended December 31, 2020, providing an additional decrease of $5.3 million in interest expense. These two rate-driven interest expense declines were partially offset by a $3.9 million increase in interest expense due to an increase in the average balance of savings and interest-bearing transaction accounts when comparing the year ended December 31, 2021, to the year ended December 31, 2020. PPP loans, which we began funding in the second quarter of 2020, contributed a $9.6 million increase in interest income due to an increase in yield during the year ended December 31, 2021, compared to the year ended December 31, 2020, primarily as a result of the SBA forgiveness process and the recognition of deferred loan fees as the loans were forgiven. Interest income earned on mortgage warehouse lines of credit increased by $5.2 million during the year ended December 31, 2021, compared to the year ended December 31, 2020, primarily due to higher average mortgage activity driven by the low interest rate environment, coupled with additional mortgage warehouse clients being on-boarded and funding loans. Interest income earned on investment securities increased by $4.2 million during the year ended December 31, 2021, compared to the year ended December 31, 2020, primarily due to a shift in balance sheet composition as liquidity surged primarily due to increases in deposits and to declines in PPP and mortgage warehouse lines of credit ending loan balances and was redeployed into investment securities. Interest income earned on investment securities increased $9.3 million primarily due to higher average balances of investment securities, partially offset by a $5.1 million decrease in interest income earned on investment securities due to declines in average yields, compared to the year ended December 31, 2020. Interest income earned on commercial and industrial loans, excluding PPP loans, decreased $6.9 million during the year ended December 31, 2021, compared to the year ended December 31, 2020, primarily due to the impact of lower yields. The $3.2 million increase in interest paid on subordinated indebtedness was primarily due to the issuance of $70.0 million and $80.0 million, in February 2020 and October 2020, respectively, in aggregate principal amount of subordinated notes. 48 The fully tax-equivalent net interest margin was 3.10% for the year ended December 31, 2021, an eight basis point decrease from the year ended December 31, 2020. The yield earned on interest-earning assets for the year ended December 31, 2021, was 3.42%, a 33 basis point decrease from 3.75% for the year ended December 31, 2020. This decrease was partially offset by the decrease in interest rates paid on interest-bearing deposits. The rate paid on total interest-bearing liabilities for the year ended December 31, 2021, was 0.54%, representing a decrease of 35 basis points compared to 0.89% for the year ended December 31, 2020. The margin compression we experienced since the year ended December 31, 2020, was partially caused by decreasing loan yields driven by declining short-term interest rates during the end of 2020 and early to mid-2021, coupled with increasing liquidity as PPP loan balances were paid down through the SBA's forgiveness process and mortgage warehouse loan balances continued to normalize. 49 The following table presents average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for the years ended December 31, 2021, 2020 and 2019. (Dollars in thousands) Assets Average Balance(1) 2021 Income/ Expense Yield/ Rate Average Balance(1) 2020 Income/ Expense Yield/ Rate Average Balance(1) 2019 Income/ Expense Yield/ Rate Commercial real estate $ 1,501,890 $ 61,804 4.12 % $ 1,322,477 $ 59,059 4.47 % $ 1,247,941 $ 64,214 5.15 % Year Ended December 31, Construction/land/land development Residential real estate PPP Commercial and industrial excl. PPP Mortgage warehouse lines of credit Consumer LHFI Loans held for sale Investment securities-taxable Investment securities-non- taxable Non-marketable equity securities held in other financial institutions Interest-bearing deposits in banks 528,618 916,039 380,894 21,914 37,045 19,145 4.15 4.04 5.03 554,038 769,838 388,736 25,255 34,147 9,759 4.56 4.44 2.51 505,795 661,581 — 27,918 32,634 — 5.52 4.93 — 1,246,183 47,919 3.85 1,321,912 54,860 4.15 1,324,002 68,991 5.21 753,588 16,764 27,470 972 5,343,976 216,269 68,917 2,512 899,532 14,555 3.65 5.80 4.05 3.65 4.04 1.62 574,837 18,707 22,320 1,195 4,950,545 206,595 82,178 2,519 5,032,723 209,114 536,816 11,302 3.88 6.39 4.17 3.07 4.16 2.11 212,733 20,809 10,698 1,426 3,972,861 205,881 29,656 1,018 4,002,517 206,899 469,100 11,975 5.03 6.85 5.18 3.43 5.17 2.55 280,157 6,337 2.26 214,224 5,428 2.53 102,258 3,327 3.25 48,970 1,181 2.41 42,782 1,055 2.47 46,233 1,421 3.07 Loans receivable 5,412,893 218,781 418,034 802 Total interest-earning assets 7,059,586 241,656 Noninterest-earning assets(2) Total assets 411,341 $ 7,470,927 0.19 3.42 276,423 1,803 6,102,968 228,702 0.65 3.75 145,090 3,460 4,765,198 227,082 2.38 4.77 339,560 $ 6,442,528 327,773 $ 5,092,971 Liabilities and Stockholders' Equity Liabilities Interest-bearing liabilities Savings and interest-bearing transaction accounts $ 3,640,713 $ 8,842 0.24 % $ 2,904,587 $ 15,215 0.52 % $ 2,098,393 $ 27,330 1.30 % Time deposits 607,742 Total interest-bearing deposits 4,248,455 4,576 13,418 4,654 7,332 0.75 0.32 1.38 4.66 735,297 3,639,884 468,974 88,358 11,935 27,150 5,895 4,121 1.62 0.75 1.26 4.66 827,720 2,926,113 426,995 9,658 17,386 44,716 8,097 557 2.10 1.53 1.90 5.69 337,076 157,304 FHLB advances & other borrowings Subordinated indebtedness Total interest-bearing liabilities Noninterest-bearing liabilities Noninterest-bearing deposits Other liabilities(2) Total liabilities Stockholders' Equity Total liabilities and stockholders' equity Net interest spread 4,742,835 25,404 0.54 4,197,216 37,166 0.89 3,362,766 53,370 1.59 1,905,045 135,399 6,783,279 687,648 1,499,936 120,796 5,817,948 624,580 1,054,903 94,357 4,512,026 580,945 $ 7,470,927 $ 6,442,528 $ 5,092,971 2.88 % 2.86 % 3.18 % Net interest income and margin $ 216,252 3.06 $ 191,536 3.14 $ 173,712 3.65 Net interest income and margin - (tax equivalent)(3) $ 219,155 3.10 $ 194,196 3.18 $ 175,814 3.69 ____________________________ (1) Nonaccrual loans are included in their respective loan category for the purpose of calculating the yield earned. All average balances are daily average balances. 50 (2) (3) Includes Government National Mortgage Association ("GNMA") repurchase average balances of $53.9 million, $37.7 million and $26.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. The GNMA repurchase asset and liability are recorded as equal offsetting amounts in the consolidated balance sheets, with the asset included in loans held for sale and the liability included in FHLB advances and other borrowings. For more information on the GNMA repurchase option, see Note 9 - Mortgage Banking in the notes to our consolidated financial statements. In order to present pre-tax income and resulting yields on tax-exempt investments comparable to those on taxable investments, a tax-equivalent adjustment has been computed. This adjustment also includes income tax credits received on Qualified School Construction Bonds and income from tax-exempt investments and tax credits were computed using a Federal income tax rate of 21%. Rate/Volume Analysis The following tables present the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to outstanding balances and those due to changes in interest rates. The change in interest attributable to rate changes has been determined by applying the change in rate between periods to average balances outstanding in the earlier period. The change in interest due to volume has been determined by applying the rate from the earlier period to the change in average balances outstanding between periods. For purposes of the below table, changes attributable to both rate and volume that cannot be segregated, including the difference in day count, have been allocated to rate. (Dollars in thousands) Interest-earning assets Loans: Commercial real estate Construction/land/land development Residential real estate PPP Commercial and industrial excl. PPP Mortgage warehouse lines of credit Consumer Loans held for sale Loans receivable Investment securities-taxable Investment securities-non-taxable Non-marketable equity securities held in other financial institutions Interest-bearing deposits in banks Total interest-earning assets Interest-bearing liabilities Savings and interest-bearing transaction accounts Time deposits FHLB advances & other borrowings Subordinated indebtedness Total interest-bearing liabilities Net interest income Year Ended December 31, 2021 vs. Year Ended December 31, 2020 Increase (Decrease) due to Change in Volume Yield/Rate Total Change $ 8,012 $ (5,267) $ (1,159) 6,485 (197) (2,960) 6,940 (124) (407) 16,590 7,637 1,670 153 924 26,974 3,856 (2,070) (1,658) 3,216 3,344 (2,182) (3,587) 9,583 (3,981) (1,790) (99) 400 (6,923) (4,384) (761) (27) (1,925) (14,020) (10,229) (5,289) 417 (5) (15,106) $ 23,630 $ 1,086 $ 2,745 (3,341) 2,898 9,386 (6,941) 5,150 (223) (7) 9,667 3,253 909 126 (1,001) 12,954 (6,373) (7,359) (1,241) 3,211 (11,762) 24,716 51 (Dollars in thousands) Interest-earning assets Loans: Commercial real estate Construction/land/land development Residential real estate PPP Commercial and industrial excl. PPP Mortgage warehouse lines of credit Consumer Loans held for sale Loans receivable Investment securities-taxable Investment securities-non-taxable Non-marketable equity securities held in other financial institutions Interest-bearing deposits in banks Total interest-earning assets Interest-bearing liabilities Savings and interest-bearing transaction accounts Time deposits FHLB advances & other borrowings Securities sold under agreements to repurchase Junior subordinated debentures Total interest-bearing liabilities Net interest income Year Ended December 31, 2020 vs. Year Ended December 31, 2019 Increase (Decrease) due to Change in Volume Yield/Rate Total Change $ 3,835 $ (8,990) $ 2,663 5,340 9,759 10,388 18,211 (144) 1,804 51,856 1,729 3,642 (106) 3,132 60,253 10,500 (1,941) 1,146 (202) 4,475 13,978 (5,326) (3,827) — (24,519) (6,589) (87) (303) (49,641) (2,402) (1,541) (260) (4,789) (58,633) (22,615) (3,510) (3,024) (122) (911) (30,182) $ 46,275 $ (28,451) $ (5,155) (2,663) 1,513 9,759 (14,131) 11,622 (231) 1,501 2,215 (673) 2,101 (366) (1,657) 1,620 (12,115) (5,451) (1,878) (324) 3,564 (16,204) 17,824 52 Provision for Credit Losses The provision for credit losses, which includes the provisions for loan losses, off-balance sheet commitments and investment security credit losses, is based on management's assessment of the adequacy of our allowance for credit losses ("ACL") for loans, securities and our reserve for off-balance sheet lending commitments. Factors impacting the provision include inherent risk characteristics in our loan portfolio, the level of nonperforming loans and net charge-offs, both current and historic, local economic and credit conditions, the direction of the change in collateral values, reasonable and supportable forecasts, and the funding probability on unfunded lending commitments. The provision for credit losses is charged against earnings in order to maintain our ACL, which reflects management's best estimate of life of loan credit losses inherent in our loan portfolio at the balance sheet date, investment security credit losses and our reserve for off-balance sheet lending commitments, which reflects management's best estimate of losses inherent in our legally binding lending-related commitments. The allowance is increased by the provision for loan credit losses and decreased by charge-offs, net of recoveries. We recorded a provision for credit loss benefit of $10.8 million for the year ended December 31, 2021, a $70.7 million decrease from a provision expense of $59.9 million for the year ended December 31, 2020. The decrease in provision expense for the year ended December 31, 2021, compared to the year ended December 31, 2020, reflects an improvement in forecasted economic conditions compared to worsening forecasted economic conditions experienced during the year ended December 31, 2020. Net charge-offs were $11.3 million during the year ended December 31, 2021, compared to net charge-offs of $11.1 million during the year ended December 31, 2020. Our allowance for loan credit losses was 1.23% of total LHFI at December 31, 2021, compared to 1.51% at December 31, 2020. The allowance for loan credit losses as a percentage of nonperforming LHFI was 259.35% at December 31, 2021, compared to 331.45% at December 31, 2020. Pursuant to rules promulgated by the federal banking agencies, we elected to use a two-year delay of CECL’s impact on our regulatory capital (from January 1, 2020 through December 31, 2021) followed by a three-year transition period of CECL’s initial impact on our regulatory capital (from January 1, 2022 through December 31, 2024) and, accordingly, we will begin to amortize the CECL adoption impact to our regulatory capital beginning on January 1, 2022. Given the small size of the CECL adoption impact the amortization is not expected to significantly affect our regulatory capital. While economic forecasts have improved, uncertainty remains due to risks related to the resurgence or lingering effects of COVID-19, rising inflation and labor pressures, as well as continued global supply-chain disruptions that could cause an increase in our provision for loan credit losses in the future. Noninterest Income Our primary sources of recurring noninterest income are service charges on deposit accounts, mortgage banking revenue, insurance commission and fee income, and other fee income. The table below presents the various components of and changes in our noninterest income for the periods indicated. (Dollars in thousands) Noninterest income: Year Ended December 31, 2021 vs. 2020 2020 vs. 2019 2021 2020 2019 $ Change % Change $ Change % Change Service charges and fees $ 15,049 $ 12,998 $ 13,859 $ 2,051 15.8 % $ (861) (6.2) % Mortgage banking revenue 12,927 29,603 12,309 (16,676) (56.3) 17,294 140.5 Insurance commission and fee income 13,098 12,746 12,177 352 2.8 Gain on sales of securities, net 1,748 580 20 1,168 N/M 569 560 Loss on sales and disposals of other assets, net Limited partnership investment income (loss) Swap fee income Other fee income Other income (185) (1,213) (333) 1,028 84.7 (880) 5,701 814 2,879 10,162 78 2,546 2,253 5,061 (6) 5,623 N/M 2,185 1,490 4,777 (1,732) (68.0) 626 5,101 27.8 100.8 84 361 763 284 Total noninterest income $ 62,193 $ 64,652 $ 46,478 $ (2,459) (3.8) $ 18,174 4.7 N/M N/M N/M 16.5 51.2 5.9 39.1 53 ____________________________ N/M = Not meaningful. Noninterest income for the year ended December 31, 2021, decreased by $2.5 million, or 3.8%, to $62.2 million, compared to $64.7 million for the year ended December 31, 2020, and was largely driven by decreases of $16.7 million and $1.7 million in mortgage banking revenue and swap fee income, respectively. The decreases were partially offset by increases of $5.6 million, $5.1 million, $2.1 million and $1.2 million, in limited partnership investment income, other noninterest income, service charges and fees income, and gain on sales of securities, respectively, combined with a $1.0 million decrease in loss on sales and disposals of other assets, net. Service charges and fees. The $2.1 million increase in service charges and fees income was primarily driven by an increase of $1.3 million in debit interchange fees due to an increase in debit card transactions by customers during the year ended December 31, 2021, as compared to the year ended December 31, 2020. Mortgage banking revenue. The $16.7 million decrease in mortgage banking revenue compared to the year ended December 31, 2020, was primarily due to decreases of $14.2 million and $2.2 million in the mortgage held for sale and pipeline fair value adjustment, and gain on sale of loans sold, respectively, primarily as a result of a 29% decline in the volume of the loans originated for sale, as well as declines in gain on sale margins of 23 basis points. Gains on sales of securities, net. The $1.2 million increase in gain on sales of securities, net, was the result of the movement out of positions in lower-yielding securities. We used the funds generated from the sale of the securities to prepay relatively high-cost FHLB advances. Loss on sales and disposals of other assets, net. The $1.0 million decrease in loss on sales and disposals of other assets, net was primarily due to the decline in value and subsequent write-down of two commercial real estate owned properties during the year ended December 31, 2020. No similar transactions occurred during the year ended December 31, 2021. Limited partnership investment income. The $5.6 million increase in the limited partnership investment income during the year ended December 31, 2021, compared to the year ended December 31, 2020, was primarily due to valuation increases as a result of investment performance in limited partnership funds. Swap fee income. The $1.7 million decrease in swap fee income was due to higher volume of back-to-back swaps executed with commercial customers during the year ended December 31, 2020, driven by the low market rate environment during that period. Other noninterest income. The $5.1 million increase in other noninterest income was primarily due to the Company's acquisition of the remaining 62% equity interest in the Lincoln Agency. The Company remeasured the previously held 38% equity method investment in the Lincoln Agency to its fair value, resulting in recognition of a gain of $5.2 million in other noninterest income. 54 Noninterest Expense The following table presents the significant components of noninterest expense for the periods indicated: Year Ended December 31, 2021 vs. 2020 2020 vs. 2019 2021 2020 2019 $ Change % Change $ Change % Change $ 93,026 $ 91,105 $ 88,974 $ 1,921 2.1 % $ 2,131 2.4 % (Dollars in thousands) Noninterest expense: Salaries and employee benefits Occupancy and equipment, net Data processing Electronic banking Communications Advertising and marketing Professional services Regulatory assessments Loan-related expenses Office and operations Intangible asset amortization Franchise tax expense Other expenses 17,347 17,022 16,759 9,117 3,563 1,574 3,438 3,644 2,904 7,688 6,399 844 2,538 4,697 8,321 3,686 1,767 3,710 3,975 3,826 6,316 5,624 1,060 2,186 3,337 6,961 3,441 2,098 3,808 3,577 1,694 4,174 6,674 1,321 2,160 2,433 325 796 (123) (193) (272) (331) (922) 1,372 775 (216) 352 1,360 4,844 1.9 9.6 (3.3) (10.9) (7.3) (8.3) (24.1) 21.7 13.8 (20.4) 16.1 40.8 3.2 263 1,360 245 (331) (98) 398 2,132 2,142 (1,050) (261) 26 904 $ 7,861 1.6 19.5 7.1 (15.8) (2.6) 11.1 125.9 51.3 (15.7) (19.8) 1.2 37.2 5.5 Total noninterest expense $ 156,779 $ 151,935 $ 144,074 $ Noninterest expense for the year ended December 31, 2021, increased by $4.8 million, or 3.2%, to $156.8 million, compared to $151.9 million for the year ended December 31, 2020. The increase was primarily due to increases of $1.9 million, $1.4 million and $1.4 million in salaries and employee benefits expenses, loan-related expenses and other noninterest expense, respectively. Salaries and employee benefits. The $1.9 million increase in salaries and employee benefits expenses was primarily driven by increases of $2.1 million and $1.4 million in employee salaries and incentive compensation bonus, respectively, during the year ended December 31, 2021, which were partially offset by a $1.0 million decrease in commission expense. The increase in employee salaries was mainly driven by an increase of 17 full-time equivalent employees during the year ended December 31, 2021, compared to the year ended December 31, 2020. The increase in incentive compensation bonus is primarily due to the growth in loan production during the year ended December 31, 2021. The decrease in commission expense is mainly due to the decline in mortgage origination volume during the year ended December 31, 2021. Loan-related expenses. The increase in loan-related expenses was primarily driven by an increase of $1.5 million in the loan-related legal fees. Other noninterest expense. The increase in other noninterest expense was due to prepayment fees of $1.6 million incurred related to the early termination of long-term FHLB advances during the year ended December 31, 2021. We terminated the advances early due to the relatively high cost of the funding using the proceeds from the sale of underperforming investment securities as referenced under "Gain on sales of securities, net" above. Income Tax Expense For the year ended December 31, 2021, we recognized income tax expense of $23.9 million, compared to $8.0 million for the year ended December 31, 2020. Our effective tax rate was 18.0% for both the years ended December 31, 2021 and 2020. Our effective income tax rates have differed from the applicable U.S. statutory rates of 21% at December 31, 2021 and 2020, due to the effect of tax-exempt income from securities, low-income housing and qualified school construction bond tax credits, tax-exempt income from life insurance policies and income tax effects associated with stock-based compensation. Because of these items, we expect our effective income tax rate to continue to remain below the applicable U.S. statutory rate. These tax-exempt items can have a larger than proportional effect on the effective income tax rate as net income decreases. Any increases to the statutory tax rate would increase income taxes in the future. 55 Comparison of Financial Condition at December 31, 2021, and December 31, 2020 General Total assets increased by $233.0 million, or 3.1%, to $7.86 billion at December 31, 2021, from $7.63 billion at December 31, 2020. The increase was primarily attributable to increases of $480.6 million and $255.6 million in total securities and interest-bearing deposits in banks, respectively, which was partially offset by a $493.4 million decrease in LHFI for the comparable periods. Loan Portfolio 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, 2021, 82.3% of the loan portfolio held for investment was comprised of commercial and industrial loans, including PPP loans, mortgage warehouse lines of credit, commercial real estate and construction/land/land development loans, which were primarily originated within our market areas of Texas, North Louisiana, and Mississippi. The following table presents the ending balance of our loan portfolio held for investment at the dates indicated. (Dollars in thousands) Real estate: Commercial real estate (1) Construction/land/land development Residential real estate Total real estate PPP Commercial and industrial Mortgage warehouse lines of credit Consumer Total LHFI December 31, 2021 December 31, 2020 2021 vs. 2020 Amount Percent Amount Percent $ Change % Change $ 1,693,512 32.4 % $ 1,387,939 24.2 % $ 305,573 22.0 % 530,083 909,739 3,133,334 105,761 1,348,474 627,078 16,684 10.1 17.4 59.9 2.0 25.8 12.0 0.3 531,860 885,120 2,804,919 546,519 1,271,343 1,084,001 17,991 9.3 15.5 49.0 9.5 22.3 18.9 0.3 (1,777) 24,619 328,415 (440,758) 77,131 (456,923) (1,307) (0.3) 2.8 11.7 (80.6) 6.1 (42.2) (7.3) $ 5,231,331 100.0 % $ 5,724,773 100.0 % $ (493,442) (8.6) % ___________________________ (1) Includes $17.0 million of commercial real estate loans for which the fair value option was elected at December 31, 2020. There were no loans for which the fair value option was elected at December 31, 2021. At December 31, 2021, total LHFI were $5.23 billion, a decrease of $493.4 million, or 8.6%, compared to $5.72 billion at December 31, 2020. The decrease primarily reflected declines of $456.9 million in mortgage warehouse lines of credit and $440.8 million in PPP loans, primarily due to record high mortgage warehouse lines of credit production during fiscal year 2020 and PPP loan forgiveness from the SBA, respectively. Mortgage warehouse lines of credit loan balances have fallen within our expected range of 10% to 12% of total LHFI at December 31, 2021. Total LHFI at December 31, 2021, excluding PPP and mortgage warehouse lines of credit, were $4.50 billion, reflecting an increase of $404.2 million, or 9.9%, compared to December 31, 2020. Our lending focus is on operating companies, including commercial loans and lines of credit as well as owner-occupied commercial real estate loans. We currently do not plan to significantly alter the real estate concentrations within our loan portfolio. Under the CARES Act, Congress allocated funds to the PPP, which was designed to provide short-term loans to certain qualifying businesses that retained employees during the COVID-19 pandemic. These loans, totaling $105.8 million with $3.0 million in unearned net deferred loan fees for the Company at December 31, 2021, have a maximum maturity of five years, bear a fixed rate of interest at one percent for the entire term, and as of December 31, 2021, approximately 84.5% of our total PPP loans granted have been forgiven under this program. 56 Loan Portfolio Maturity Analysis The table below presents the maturity distribution of our LHFI at December 31, 2021. The table also presents the portion of our loans that have fixed interest rates, rather than interest rates that fluctuate over the life of the loans based on changes in the interest rate environment. (Dollars in thousands) Real estate: December 31, 2021 One Year or Less Over One Year Through Five Years Over Five Years Total Commercial real estate $ 278,858 $ 1,024,264 $ 390,390 $ 1,693,512 Construction/land/land development Residential real estate loans Total real estate Commercial and industrial loans Mortgage warehouse lines of credit Consumer loans Total LHFI Amounts with fixed rates Amounts with variable rates Total Nonperforming Assets 131,770 74,183 484,811 518,970 627,078 4,993 332,913 365,793 1,722,970 851,613 — 10,415 65,400 469,763 925,553 83,652 — 1,276 530,083 909,739 3,133,334 1,454,235 627,078 16,684 1,635,852 $ 2,584,998 $ 1,010,481 $ 5,231,331 338,303 $ 1,490,507 $ 378,056 $ 1,297,549 1,094,491 632,425 1,635,852 $ 2,584,998 $ 1,010,481 $ 2,206,866 3,024,465 5,231,331 $ $ $ Nonperforming assets consist of nonperforming loans and property acquired through foreclosures or repossession, as well as bank-owned property not currently in use and listed for sale. Loans are placed on nonaccrual status when management believes that the borrower's financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans may be placed on nonaccrual status even if the contractual payments are not past due if information becomes available that causes substantial doubt about the borrower's ability to meet the contractual obligations of the loan. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Past due status is based on contractual terms of the loan. Interest income on nonaccrual loans may be recognized to the extent cash payments are received, but payments received are usually applied to principal. Nonaccrual loans are generally returned to accrual status when contractual payments are less than 90 days past due, the customer has made required payments for at least six months, and the Company reasonably expects to collect all principal and interest. If a loan is determined by management to be uncollectible, regardless of size, the portion of the loan determined to be uncollectible is then charged to the allowance for loan credit losses. We manage the quality of our lending portfolio in part through a disciplined underwriting policy and through continual monitoring of loan performance and borrowers' financial condition. There can be no assurance, however, that our loan portfolio will not become subject to losses due to declines in economic conditions or deterioration in the financial condition of our borrowers. While economic forecasts have improved, uncertainty remains due to risks related to the resurgence or lingering effects of COVID-19, rising inflation and labor pressures, as well as continued global supply-chain disruptions that could cause an increase in nonperforming loans in future periods. 57 The following table shows our nonperforming loans and nonperforming assets at the dates indicated: (Dollars in thousands) Nonperforming LHFI: Commercial real estate Construction/land/land development Residential real estate Commercial and industrial Consumer Total nonperforming LHFI Nonperforming loans held for sale Total nonperforming loans Other real estate owned: Commercial real estate, construction/land/land development Residential real estate Total other real estate owned Other repossessed assets owned Total repossessed assets owned Total nonperforming assets Troubled debt restructuring loans - nonaccrual Troubled debt restructuring loans - accruing Total LHFI Ratio of nonperforming LHFI to total LHFI Ratio of nonperforming assets to total assets $ $ $ December 31, 2021 2020 $ $ $ 512 338 11,647 12,306 100 24,903 1,754 26,657 1,279 180 1,459 401 1,860 28,517 4,064 2,763 3,704 2,962 6,530 12,897 56 26,149 681 26,830 266 1,318 1,584 343 1,927 28,757 5,671 3,314 5,231,331 5,724,773 0.48 % 0.36 0.46 % 0.38 At December 31, 2021, total nonperforming LHFI decreased by $1.2 million, or 4.8%, from December 31, 2020, primarily due to reductions in most nonperforming LHFI loan categories, except for residential real estate, which represented 160 loans with an average loan balance of $73,000, and reflected a $5.1 million increase year over year. Please see Note 4 - Loans to our consolidated financial statements contained in Item 8 of this report for more information on nonperforming loans. 58 Potential Problem Loans From a credit risk standpoint, we classify loans using risk grades which fall into one of five categories: pass, special mention, substandard, doubtful or loss. The classifications of loans reflect a judgment about the risks of default and loss associated with the loan. We review the ratings on loans and adjust them to reflect the degree of risk and loss that is felt to be inherent or expected in each loan. The methodology is structured so that reserve allocations are increased in accordance with deterioration in credit quality (and a corresponding increase in risk and loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk and loss). Loans rated special mention reflect borrowers who exhibit credit weaknesses or downward trends deserving close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the bank's credit position at some future date. While potentially weak, no loss of principal or interest is envisioned, and these borrowers currently do not pose sufficient risk to warrant adverse classification. Loans rated substandard are those borrowers with deteriorating trends and well-defined weaknesses that jeopardize the orderly liquidation of debt. A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Normal repayment from the borrower might be in jeopardy. Loans rated as doubtful have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full questionable, and there is a high probability of loss based on currently existing facts, conditions and values. Loans classified as loss are charged-off and we have no expectation of the recovery of any payments in respect to loans rated as loss. Information regarding the internal risk ratings of our loans at December 31, 2021, is included in Note 4 - Loans to our consolidated financial statements contained in Item 8 of this report. Allowance for Loan Losses Effective January 1, 2020, the Company adopted CECL resulting in a change to the Company's reporting of credit losses for assets held at amortized cost basis and available for sale debt securities. Please see Note 1 - Significant Accounting Policies to the consolidated financial statements contained in Item 8 of the Company's Annual Report for the year ended December 31, 2020, on Form 10-K filed with the SEC for a description of policy revisions resulting from the Company's adoption of ASU 2016-13. The allowance for loan credit losses represents the estimated losses for loans accounted for on an amortized cost basis. Expected losses are calculated using relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company evaluates LHFI on a pool basis with pools of loans characterized by loan type, collateral, industry, internal credit risk rating and FICO score. The Company applied a probability of default, loss given default loss methodology to the loan pools at December 31, 2021. Historical loss rates for each pool are calculated based on charge-off and recovery data beginning with the second quarter of 2012. These loss rates are adjusted for the effects of certain economic variables forecast over a one-year period, particularly for differences between current period conditions, including the ongoing effects of COVID-19 on the U.S. economy, and the conditions existing during the historical loss period. Subsequent to the forecast effects, historical loss rates are used to estimate losses over the estimated remaining lives of the loans. The estimated remaining lives consist of the contractual lives, adjusted for estimated prepayments. Loans that exhibit characteristics different from their pool characteristics are evaluated on an individual basis. Certain of these loans are considered to be collateral dependent with the borrower experiencing financial difficulty. For these loans, the fair value of collateral practical expedient is elected whereby the allowance is calculated as the amount by which the amortized cost exceeds the fair value of collateral, less costs to sell (if applicable). Those individual loans that are not collateral dependent are evaluated based on a discounted cash flow methodology. The amount of the allowance for loan credit losses is affected by loan charge-offs, which decrease the allowance, recoveries on loans previously charged off, which increase the allowance, as well as the provision for loan credit losses charged to income, which increases the allowance. In determining the provision for loan credit losses, management monitors fluctuations in the allowance resulting from actual charge-offs and recoveries and periodically reviews the size and composition of the loan portfolio in light of current and forecasted economic conditions. If actual losses exceed the amount of the allowance for loan credit losses, it would materially and adversely affect our earnings. As a general rule, when it becomes evident that the full principal and accrued interest of a loan may not be collected, or at 90 days past due, we will reflect that loan as nonperforming. It will remain nonperforming until it performs in a manner that it is reasonable to expect that we will collect principal and accrued interest in full. When the amount or likelihood of a loss on a loan has been confirmed, a charge-off will be taken in the period it is determined. 59 We establish general allocations for each major loan category and credit quality. The general allocation is based, in part, on historical charge-off experience and loss given default methodology, derived from our internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data. We give consideration to trends, changes in loan mix, delinquencies, prior losses, reasonable and supportable forecasts and other related information. In connection with the review of our loan portfolio, we consider risk elements attributable to particular loan types or categories in assessing the quality of individual loans. Some of the risk elements we consider include: • • • • for commercial real estate loans, the debt service coverage ratio, operating results of the owner in the case of owner-occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type; for construction, land and land development loans, the perceived feasibility of the project, including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio; 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 for commercial and industrial loans, the debt service coverage ratio (income from the business in excess of operating expenses compared to loan repayment requirements), the operating results of the commercial, industrial or professional enterprise, the borrower's business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral. The following table presents the allowance for credit loss by loan category: December 31, (Dollars in thousands) 2021 2020 Loans secured by real estate: Amount %(1) Amount %(1) Commercial real estate Construction/land/land development Residential real estate Commercial and industrial Mortgage warehouse lines of credit Consumer Total $ $ ___________________________ (1) Represents the ratio of each loan type to total LHFI. 13,425 4,011 6,116 40,146 340 548 64,586 32.4 % $ 10.1 17.4 27.8 12.0 0.3 100.0 % $ 15,430 8,191 9,418 51,857 856 918 86,670 24.2 % 9.3 15.5 31.8 18.9 0.3 100.0 % Our allowance for loan credit losses decreased by $22.1 million or 25.5%, to $64.6 million at December 31, 2021, from $86.7 million at December 31, 2020. The ratio of allowance for loan credit losses to total LHFI at December 31, 2021 and 2020, was 1.23% and 1.51%, respectively. The Company's credit quality profile in relation to the allowance for loan credit losses drove a decline of $25.1 million in the collectively evaluated portion of the reserve during the year ended December 31, 2021, of which a $19.6 million decrease was related to qualitative factor changes across the Company's risk pools for the year ended December 31, 2021. These declines were partially offset by an increase in certain specific loan reserves at December 31, 2021. 60 The following table presents an analysis of the allowance for credit losses and other related data at the periods indicated. (Dollars in thousands) Allowance for loan credit losses Balance at beginning of period Impact of adopting ASC 326 Provision for loan credit losses Charge-offs: Commercial real estate Construction/land/land development Residential real estate Commercial and industrial Consumer Total charge-offs Recoveries: Commercial real estate Construction/land/land development Residential real estate Commercial and industrial Consumer Total recoveries Net charge-offs Balance at end of period Ratio of allowance for loan credit losses to: Nonperforming LHFI LHFI Net charge-offs as a percentage of: Provision for loan credit losses Allowance for loan credit losses Average LHFI N/M = Not meaningful. Year Ended December 31, 2021 2020 $ 86,670 $ — (10,798) 170 — 78 11,923 63 12,234 65 — 117 717 49 948 11,286 $ 64,586 $ 259.35 % 1.23 N/M 17.47 0.21 37,520 1,248 59,028 4,924 — 692 6,702 76 12,394 19 1 202 1,022 24 1,268 11,126 86,670 331.45 % 1.51 18.85 12.84 0.22 61 Securities Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. We use the securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk and meet collateral as well as regulatory capital requirements. We manage the securities portfolio to optimize returns while maintaining an appropriate level of risk. Securities within the portfolio are classified as either held-to- maturity, available-for-sale or at fair value through income, based on the intent and objective of the investment and the ability to hold to maturity. Unrealized gains and losses arising in the available for sale portfolio as a result of changes in the fair value of the securities are reported on an after-tax basis as a component of accumulated other comprehensive income in stockholders' equity while securities classified as held to maturity are carried at amortized cost. For further discussion of the valuation components and classification of investment securities, see Note 1 - Significant Accounting Policies to our consolidated financial statements contained in Item 8 of this report. Our securities portfolio totaled $1.53 billion at December 31, 2021, representing an increase of $480.6 million, or 45.6%, from $1.05 billion at December 31, 2020. The increase in securities during the year ended December 31, 2021, reflects a shift in balance sheet composition as liquidity increased due to declines in PPP and mortgage warehouse lines of credit loan balances, as a result of the SBA’s forgiveness process and the normalization of mortgage warehouse lines of credit balances. Also contributing to the increase in liquidity was a $819.4 million year over year increase in deposits. For additional information regarding our securities portfolio, please see Note 3 - Securities to our consolidated financial statements contained in Item 8 of this report. The following table sets forth the composition of our securities portfolio at the dates indicated. (Dollars in thousands) Available for sale: State and municipal securities Corporate bonds U.S. government and agency securities Commercial mortgage-backed securities Residential mortgage-backed securities Commercial collateralized mortgage obligations Residential collateralized mortgage obligations Asset-backed securities Total Held to maturity: State and municipal securities, net of allowance Securities carried at fair value through income: State and municipal securities December 31, 2021 2020 Amount % of Total Amount % of Total $ 405,818 27.0 % $ 82,734 97,658 64,243 557,801 19,672 193,740 83,062 5.5 6.5 4.3 37.0 1.3 12.9 5.5 442,185 65,938 849 11,080 214,951 — 195,343 74,328 44.0 % 6.6 0.1 1.1 21.4 — 19.4 7.4 $ $ $ 1,504,728 100.0 % $ 1,004,674 100.0 % 22,767 7,497 $ $ 38,128 11,554 62 The following table presents the fair value of securities available for sale and amortized cost of securities held to maturity and their corresponding yields at December 31, 2021. The securities are grouped by contractual maturity and use amortized cost for all yield calculations. Mortgage backed securities, collateralized mortgage obligations and asset-backed securities, which do not have contractual payments due at a single maturity date, are shown at the date the last underlying mortgage matures. (Dollars in thousands) Within One Year December 31, 2021 After One Year but Within Five Years After Five Years but Within Ten Years After Ten Years Total Available for sale: Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield State and municipal securities (1) Corporate bonds U.S. government and agency securities Commercial mortgage- backed securities Residential mortgage- backed securities Commercial collateralized mortgage obligations Residential collateralized mortgage obligations Asset-backed securities Total securities available for sale Held to maturity: State and municipal securities (1) Securities carried at fair value through income: State and municipal securities (1) Total $ 2,882 2.33 % $ 48,057 5.47 % $ 56,340 2.03 % $ 298,539 2.18 % $ 405,818 2.55 % — — 16,681 3.26 65,522 4.47 531 4.50 82,734 4.23 2,741 0.14 55,660 0.35 34,041 1.11 5,216 1.29 97,658 0.66 — — 15,438 0.91 48,805 1.26 — — 64,243 1.18 — — 2,819 3.22 105,481 1.32 449,501 1.42 557,801 1.41 — — — — 14,569 1.26 5,103 1.77 19,672 1.39 — — — — — — — — 1,345 2.14 192,395 1.05 193,740 1.06 — — 83,062 1.08 83,062 1.08 $ 5,623 1.26 $ 138,655 2.60 $ 326,103 2.05 $ 1,034,347 1.55 $ 1,504,728 1.75 — — — — 22,934 3.16 — — 22,934 3.16 — — — — — — 7,497 4.31 7,497 4.31 $ 5,623 1.26 $ 138,655 2.60 $ 349,037 2.12 $ 1,041,844 1.57 $ 1,535,159 1.78 ____________________________ (1) Tax-exempt security yields are calculated without consideration of their tax benefit status. The contractual maturity of mortgage-backed securities and collateralized mortgage obligations is not a reliable indicator of their expected life because borrowers have the right to prepay their obligations at any time. Mortgage-backed securities and collateralized mortgage obligations are typically issued with stated principal amounts and are backed by pools of mortgage loans and other loans with varying maturities. The term of the underlying mortgages and loans may vary significantly due to the ability of a borrower to prepay outstanding amounts. Monthly pay downs on mortgage-backed securities tend to cause the average life of the securities to be much different than the stated contractual maturity. During a period of increasing interest rates, fixed rate mortgage-backed securities do not tend to experience heavy prepayments of principal, and, consequently, the average life of this security is typically lengthened. If interest rates begin to fall, prepayments may increase, thereby shortening the estimated average life of these securities. Other than securities issued by government agencies or government sponsored enterprises, we did not own securities of any one issuer for which aggregate cost exceeded 10.0% of consolidated stockholders' equity at December 31, 2021 or 2020. Additionally, we do not hold any Fannie Mae or Freddie Mac preferred stock, collateralized debt obligations, structured investment vehicles or second lien elements in the investment portfolio, nor does the investment portfolio contain any securities that are directly backed by subprime or Alt-A mortgages. 63 Securities Carried at Fair Value through Income At December 31, 2021, we held one fixed rate community investment bond of $7.5 million. At December 31, 2020, we held two fixed rate community investment bonds totaling $11.6 million. We elected the fair value option on these securities to offset corresponding changes in the fair value of related interest rate swap agreements. Deposits Deposits are the primary funding source used to fund our loans, investments and operating needs. We offer a variety of products designed to attract and retain both consumer and commercial deposit customers. These products consist of noninterest and interest-bearing checking accounts, savings deposits, money market accounts and time deposits. Deposits are primarily gathered from individuals, partnerships and corporations in our market areas. We also obtain deposits from local municipalities and state agencies. Increases of $555.9 million and $409.2 million in noninterest-bearing and money market, respectively, drove the increase in total deposits compared to December 31, 2020, primarily due to continued excess liquidity in the marketplace. The following table presents our deposit mix at the dates indicated: (Dollars in thousands) Balance % of Total Balance % of Total December 31, 2021 December 31, 2020 Noninterest-bearing demand $ Interest-bearing demand Money market Time deposits Savings Total deposits 2,163,507 1,412,089 2,204,109 543,128 247,860 32.9 % $ 21.5 33.5 8.3 3.8 1,607,564 1,478,818 1,794,915 664,766 205,252 28.0 % 25.7 31.1 11.6 3.6 $ 6,570,693 100.0 % $ 5,751,315 100.0 % We manage our interest expense on deposits through specific deposit product pricing that is based on competitive pricing, economic conditions and current and anticipated funding needs. We may use interest rates as a mechanism to attract or deter additional deposits based on our anticipated funding needs and liquidity position. We also consider potential interest rate risk caused by extended maturities of time deposits when setting the interest rates in periods of future economic uncertainty. The following table reflects the classification of our average deposits and the average rate paid on each deposit category for the periods indicated: 2021 2020 2019 Year Ended December 31, (Dollars in thousands) Average Balance Interest Expense Average Rate Paid Average Balance Interest Expense Average Rate Paid Average Balance Interest Expense Average Rate Paid Interest-bearing demand Money market Time deposits Savings Total interest- bearing $ 1,396,805 $ 2,822 0.20 % $ 1,170,913 $ 5,179 0.44 % $ 846,859 $ 9,264 1.09 % 2,011,827 607,742 232,081 5,863 4,576 157 0.29 0.75 0.07 1,553,376 735,297 180,298 9,816 11,935 220 0.63 1.62 0.12 1,097,951 827,720 153,583 17,813 17,386 253 1.62 2.10 0.16 4,248,455 13,418 0.32 3,639,884 27,150 0.75 2,926,113 44,716 1.53 Noninterest-bearing demand 1,905,045 1,499,936 1,054,903 — Total average deposits $ 6,153,500 $ 13,418 0.22 $ 5,139,820 $ 27,150 0.53 $ 3,981,016 $ 44,716 1.12 64 Our average deposit balance was $6.15 billion for the year ended December 31, 2021, an increase of $1.01 billion, or 19.7%, from $5.14 billion for the year ended December 31, 2020. The average annualized rate paid on our interest-bearing deposits for the year ended December 31, 2021, was 0.32%, compared to 0.75% for the year ended December 31, 2020. The decrease in the average cost of our deposits was primarily the result of the low interest rate environment. The Federal Reserve lowered the federal funds target rate twice during March 2020, resulting in an aggregate 150 basis point decrease in the target rate, which did not change during the year ended December 31, 2021. When the target rate reductions began, we took action to lower deposit rates on non-maturity deposits. Average noninterest-bearing deposits at December 31, 2021, were $1.91 billion, compared to $1.50 billion at December 31, 2020, an increase of $405.1 million, or 27.0%, and represented 31.0% and 29.2% of average total deposits for the year ended December 31, 2021 and 2020, respectively. The following table presents the maturity distribution of our time deposits and the amount of such deposits in excess of the FDIC insurance limit at December 31, 2021. There were no otherwise uninsured time deposits below the FDIC insurance limit at December 31, 2021. The estimated total amount of uninsured deposits at December 31, 2021, was $3.79 billion. (Dollars in thousands) Remaining maturity: 3 months or less Over 3 through 6 months Over 6 through 12 months Over 12 months Total Borrowings U.S. Time Deposits in Excess of the FDIC Insurance Limit Total Time Deposits $ $ 29,594 $ 27,283 49,271 22,508 128,656 $ 144,785 121,192 161,581 115,570 543,128 Short-term FHLB advances decreased $650.0 million at December 31, 2021 compared to December 31, 2020, primarily driven by PPP forgiveness payments, increases in deposits and declines in warehouse loan balances during the year ended December 31, 2021, which drove an increase in overall liquidity and a reduction in the reliance on borrowings. Additionally, using funds generated from the sale of investment securities, we prepaid $13.1 million in long-term FHLB advances and incurred related prepayment fees of $1.6 million during the first quarter of 2021. Borrowed funds are summarized as follows: (Dollars in thousands) Overnight repurchase agreements with depositors Short-term FHLB advances GNMA repurchase liability Long-term FHLB advances (1) Total FHLB advances and other borrowings Subordinated indebtedness, net December 31, 2021 2020 9,447 $ — 43,355 256,999 309,801 $ 157,417 $ 8,408 650,000 55,485 270,715 984,608 157,181 $ $ $ ____________________________ (1) Includes a FHLB advance of $250.0 million at December 31, 2021 and 2020, callable quarterly with a final maturity in 2033, carrying a rate of 1.65%. Overnight repurchase agreements with depositors consist of obligations of ours to depositors and mature on a daily basis. These obligations to depositors carried a daily average interest rate of 0.08% and 0.22% for the years ended December 31, 2021 and 2020, respectively. Our long-term debt consists of advances from the FHLB with original maturities greater than one year and the subordinated indebtedness captioned and described below. Interest rates for FHLB long-term advances outstanding at December 31, 2021, ranged from 1.65% to 4.57% and were subject to restrictions or penalties in the event of prepayment. 65 At December 31, 2021, we held 43 unfunded letters of credit from the FHLB totaling $599.3 million with expiration dates ranging from January 20, 2022, to March 22, 2023. These letters of credit either support pledges for our public fund deposits or confirm letters of credit we have issued to support our customers' businesses. Security for all indebtedness and outstanding commitments to the FHLB consists of a blanket floating lien on all of our first mortgage loans, commercial real estate and other real estate loans, as well as our investment in capital stock of the FHLB and deposit accounts at the FHLB. The net amounts available under the blanket floating lien at December 31, 2021 and 2020, were $982.2 million and $456.9 million, respectively. Additionally, at December 31, 2021, we had the ability to borrow $856.8 million from the discount window at the Federal Reserve Bank of Dallas ("FRB"), with $1.09 billion in commercial and industrial loans pledged as collateral. There were no borrowings against this line at December 31, 2021. Subordinated Indebtedness In February 2020, Origin Bank completed an offering of $70.0 million in aggregate principal amount of 4.25% fixed-to-floating rate subordinated notes due 2030 (the "Notes") to certain accredited investors in a transaction exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended. The Notes initially bear interest at a fixed annual rate of 4.25%, payable semi-annually in arrears, to but excluding February 15, 2025. From and including February 15, 2025, to but excluding the maturity date or earlier redemption date, the interest rate will equal three-month LIBOR (provided, that in the event the three-month LIBOR is less than zero, the three-month LIBOR will be deemed to be zero) plus 282 basis points, payable quarterly in arrears, subject to customary fallback provision upon the discontinuation of LIBOR. Origin Bank is entitled to redeem the Notes, in whole or in part, on or after February 15, 2025, and to redeem the Notes at any time in whole upon certain other specified events. The Notes qualify as Tier 2 capital for regulatory capital purposes for Origin Bank. In October 2020, we completed of an offering of $80.0 million in aggregate principal amount of 4.50% fixed-to- floating rate subordinated notes due 2030 (the “4.50% Notes”). The 4.50% Notes bear a fixed interest rate of 4.50% payable semi-annually in arrears, to but excluding November 1, 2025. From and including November 1, 2025, to but excluding the maturity date or earlier redemption date, the 4.50% Notes bear a floating interest rate expected to equal the three-month term SOFR plus 432 basis points, payable quarterly in arrears. We may redeem the 4.50% Notes at any time upon certain specified events or in whole or in part on or after November 1, 2025. The 4.50% Notes qualify as Tier 2 capital for regulatory capital purposes for the Company and $51.0 million was transferred to Origin Bank during the fourth quarter of 2020, which qualifies as Tier 1 capital for regulatory capital purposes for the Bank. The Company has two wholly-owned, unconsolidated subsidiary grantor trusts that were established for the purpose of issuing trust preferred securities. For additional information regarding these trusts, please see Note 11 - Borrowings in the consolidated financial statements contained in Item 8 of this report. Liquidity and Capital Resources Management oversees our liquidity position to ensure adequate cash and liquid assets are available to support our operations and satisfy current and future financial obligations, including demand for loan funding and deposit withdrawals. Management continually monitors, forecasts and tests our liquidity and non-core dependency ratios to ensure compliance with targets established by our Asset-Liability Management Committee and approved by our board of directors. Management measures our liquidity position by giving consideration to both on-balance sheet and off-balance sheet sources of and demands for funds on a daily and weekly basis. At December 31, 2021 and 2020, our cash and liquid securities totaled 23.2% and 13.6% of total assets, respectively, providing liquidity to support our existing operations. The Company, which is a separate legal entity apart from the Bank, must provide for its own liquidity, including to fund payment of any dividends that may be declared for our common stockholders and interest and principal on any outstanding debt or trust preferred securities incurred by the Company. The Company had available cash balances of $28.9 million and $42.9 million at December 31, 2021 and 2020, respectively. This cash is available for the general corporate purposes described above, as well as providing capital support to the Bank and financing potential future acquisitions. In addition, the Company has a line of credit under the terms of which the loan amount shall not exceed an aggregate principal balance of $100 million, consisting of an initial $50 million extension of credit and any one or more potential incremental revolving loan amounts that the lender may make in its sole discretion, up to an aggregate principal of $50 million, upon the request of the Company. See Note 11 - Borrowings to our consolidated financial statements contained in Item 8 of this report for more information on the holding company line of credit. 66 There are regulatory restrictions on the ability of the Bank to pay dividends under federal and state laws, regulations and policies. See "Item 1. Business - Regulation and Supervision" above for more information. During 2020, we took a number of precautionary actions to enhance our financial flexibility by bolstering our liquidity to ensure we had adequate cash readily available to meet both expected and unexpected funding needs. Currently, we believe we have sufficient liquidity from our available on- and off-balance sheet liquidity sources, however, should market conditions change, we may take further actions to enhance our financial flexibility. In addition to cash generated from operations, we utilize a number of funding sources to manage our liquidity, including core deposits, investment securities, cash and cash equivalents, loan repayments, federal funds lines of credit available from other financial institutions, as well as advances from the FHLB. We may also use the discount window at the FRB as a source of short-term funding. Core deposits, which are total deposits excluding time deposits greater than $250,000 and brokered deposits, are a major source of funds used to meet cash flow needs. Maintaining the ability to acquire these funds as needed in a variety of markets is the key to assuring our liquidity. The investment portfolio is another source for meeting our liquidity needs. Monthly payments on mortgage-backed securities are used for short-term liquidity, and our investments are generally traded in active markets that offer a readily available source of cash through sales, if needed. Securities in our investment portfolio are also used to secure certain deposit types, such as deposits from state and local municipalities, and can be pledged as collateral for other borrowing sources. Other sources available for meeting liquidity needs include long- and short-term advances from the FHLB, and federal funds lines of credit. Long-term funds obtained from the FHLB are primarily used as an alternative source to fund long-term growth of the balance sheet by supporting growth in loans and other long-term interest-earning assets. We typically rely on such funding when the cost of such borrowings compares favorably to the rates that we would be required to pay for other funding sources, including certain deposits. See Note 11 - Borrowings to our consolidated financial statements contained in Item 8 of this report for additional borrowing capacity and outstanding advances at the FHLB. We also had unsecured federal funds lines of credit available to us, with no amounts outstanding at either December 31, 2021 or 2020. These lines of credit primarily provide short-term liquidity and in order to ensure availability of these funds, we test these lines of credit at least annually. Interest is charged at the prevailing market rate on federal funds purchased and FHLB advances. Additionally, we had the ability to borrow at the discount window of the FRB using our commercial and industrial loans as collateral. There were no borrowings against this line at December 31, 2021. Origin Bank completed an offering in February 2020 of $70.0 million in aggregate principal amount of 4.25% fixed- to-floating rate subordinated notes due 2030, and the Company completed an offering in October 2020 of $80.0 million in aggregate principal amount of 4.50% fixed-to-floating rate subordinated notes due 2030. The notes provided us with $68.8 million and $78.6 million, respectively, in additional liquidity. In the normal course of business as a financial services provider, we enter into various financial instruments, such as certain contractual obligations and commitments to extend credit and letters of credit, to meet the financing needs of our customers. These commitments are discussed in more detail in Note 18 - Commitments and Contingencies to our consolidated financial statements contained in Item 8 of this report. 67 Stockholders' Equity Stockholders' equity provides a source of permanent funding, allows for future growth and provides a degree of protection to withstand unforeseen adverse developments. Changes in stockholders' equity is reflected below: (Dollars in thousands) Balance at January 1, 2021 Net income Other comprehensive income, net of tax Dividends declared - common stock ($0.49 per share) Stock Issuance - Lincoln Agency and Pulley-White Acquisitions Other Balance at December 31, 2021 Stock Repurchases Total Stockholders' Equity $ $ 647,150 108,546 (19,920) (11,539) 7,458 (1,484) 730,211 In July 2019, our board of directors authorized a stock buyback program pursuant to which we may, from time to time, purchase up to $40 million of our outstanding common stock. The shares may be repurchased in the open market or in privately negotiated transactions from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the SEC. The stock buyback program was initially approved for a period of 36 months, but may be extended, terminated or amended by our board of directors. The stock buyback program does not obligate us to purchase any shares at any time. During the first quarter of the year ended December 31, 2021, the Company repurchased an aggregate of 37,568 shares of its common stock pursuant to its stock buyback program at an average price per share of $33.42, for an aggregate purchase price of $1.3 million. There were no stock repurchases after March 2021. Prior to December 31, 2020, the Company had cumulatively repurchased an aggregate of 330,868 shares of its common stock shares pursuant to its stock buyback program for an aggregate purchase price of $10.8 million. As of December 31, 2021, there remained approximately $28.0 million of capacity under the program. Regulatory Capital Requirements Together with the Bank, we are subject to various regulatory capital requirements administered by federal banking agencies. These requirements are discussed in greater detail in "Item 1. Business - Regulation and Supervision". Failure to meet minimum capital requirements may result in certain actions by regulators that, if enforced, could have a direct material effect on our financial statements. At December 31, 2021, and December 31, 2020, we and the Bank were in compliance with all applicable regulatory capital requirements, and the Bank was classified as "well capitalized" for purposes of the prompt corrective action regulations of the Federal Reserve. As we deploy capital and continue to grow operations, regulatory capital levels may decrease depending on the level of earnings. However, we expect to monitor and control growth in order to remain "well capitalized" under applicable regulatory guidelines and in compliance with all applicable regulatory capital standards. While we are currently classified as well capitalized, an extended economic recession could adversely impact our reported and regulatory capital ratios. 68 The following table presents our regulatory capital ratios, as well as those of the Bank, at the dates indicated: (Dollars in thousands) Origin Bancorp, Inc. December 31, 2021 December 31, 2020 Amount Ratio Amount Ratio Common equity Tier 1 capital (to risk-weighted assets) $ Tier 1 capital (to risk-weighted assets) Total capital (to risk-weighted assets) Tier 1 capital (to average total consolidated assets) Origin Bank Common equity Tier 1 capital (to risk-weighted assets) $ Tier 1 capital (to risk-weighted assets) Total capital (to risk-weighted assets) Tier 1 capital (to average total consolidated assets) Non-GAAP Financial Measures 681,039 690,448 897,503 690,448 724,440 724,440 852,825 724,440 11.20 % $ 11.36 14.77 9.20 11.97 % $ 11.97 14.09 9.66 604,306 613,682 837,058 613,682 637,863 637,863 782,503 637,863 9.95 % 10.11 13.79 8.62 10.53 % 10.53 12.92 8.99 Our accounting and reporting policies conform to U.S.GAAP and the prevailing practices in the banking industry. However, we provided other financial measures, such as pre-tax, pre-provision earnings, in this report that are considered “non-GAAP financial measures.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with U.S. GAAP. We consider pre-tax, pre-provision earnings as presented in this report as an important measure of financial performance as it provides supplemental information that we use to evaluate our business, to assess underlying operational performance and to allow a comparison to prior periods without the impact of increases in the allowance for credit losses, and related income tax effects. We believe non-GAAP measures and ratios, when taken together with the corresponding U.S. GAAP measures and ratios, provide meaningful supplemental information regarding our performance and capital strength. We use, and believe that investors benefit from referring to, non-GAAP measures in assessing our operating results and related trends. However, non-GAAP measures should be considered in addition to, and not as a substitute for or preferable to, amounts prepared in accordance with U.S. GAAP. In the following table, we have provided a reconciliation of pre-tax, pre-provision earnings to net income and the detail of the calculation of tangible book value per common share. (Dollars in thousands, except per share amounts) Calculation of PTPP Earnings: Net Income Plus: provision for credit losses Plus: income tax expense PTPP Earnings December 31, 2021 2020 2019 $ 108,546 $ 36,357 $ (10,765) 23,885 59,900 7,996 $ 121,666 $ 104,253 $ 53,882 9,568 12,666 76,116 599,262 31,540 567,722 Calculation of Tangible Book Value per Common Share: Total common stockholders' equity Less: goodwill and other intangible assets, net Tangible Common Equity $ 730,211 $ 647,150 $ 51,330 678,881 30,480 616,670 Divided by common shares outstanding at the end of the period 23,746,502 23,506,312 23,480,945 Tangible Book Value per Common Share $ 28.59 $ 26.23 $ 24.18 69 Item 7A. Quantitative and Qualitative Disclosures about Market Risk Interest Rate Sensitivity and Market Risk As a financial institution, our primary component of market risk is interest rate volatility. Our financial management policy provides management with guidelines for effective funds management and we have established a measurement system for monitoring the net interest rate sensitivity position. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short-term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income. We manage exposure to interest rates by structuring the balance sheet in the ordinary course of business. Additionally, from time to time, we enter into derivatives and futures contracts to mitigate interest rate risk from specific transactions. Based upon the nature of operations, we are not subject to foreign exchange or commodity price risk. We have entered into interest rate swaps to mitigate interest rate risk in limited circumstances, but it is not our policy to enter into such transactions on a regular basis. Our exposure to interest rate risk is managed by the Bank's Asset-Liability Management Committee in accordance with policies approved by the Bank's board of directors. The committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. We employ methodologies to manage interest rate risk which includes an analysis of relationships between interest-earning assets and interest-bearing liabilities, and an interest rate shock simulation model. We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model as are prepayment assumptions, maturity data and call options within the investment portfolio. The average life of non-maturity deposit accounts is based on our balance retention rates using a vintage study methodology. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies. On a quarterly basis, we run various simulation models including a static balance sheet and dynamic growth balance sheet. These models test the impact on net interest income and fair value of equity from changes in market interest rates under various scenarios. Under the static model, rates are shocked instantaneously and ramped rates change over a twelve-month and twenty-four-month horizon based upon parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Additionally, we run non-parallel simulation involving analysis of interest income and expense under various changes in the shape of the yield curve. Internal policy regarding interest rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 8.0% for a 100 basis point shift, 15.0% for a 200 basis point shift, 20.0% for a 300 basis point shift, and 25.0% for a 400 basis point shift. We are marginally modeling outside of policy in most negative basis point rate scenarios, and we continue to monitor our asset sensitivity and evaluate strategies to prevent being significantly impacted by future changes in interest rates. 70 The following table summarizes the impact of an instantaneous, sustained simulated change in net interest income and fair value of equity over a 12-month horizon at the date indicated: Change in Interest Rates (basis points) +400 +300 +200 +100 Base -100 -200 December 31, 2021 % Change in Net Interest Income % Change in Fair Value of Equity 27.7 % 20.0 13.2 9.1 (9.0) (16.4) 3.4 % 1.8 1.7 2.8 (5.6) (11.6) We have found that, historically, interest rates on deposits change more slowly than changes in the discount and federal funds rates. This assumption is incorporated into the simulation model and is generally not fully reflected in a gap analysis, meaning that process by which we measure the gap between interest rate sensitive assets versus interest rate sensitive liabilities. The assumptions incorporated into the model are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various strategies. Impact of Inflation Our financial statements included herein have been prepared in accordance with U.S. GAAP. U.S. GAAP presently requires us to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on our operations is reflected in increased operating costs. In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond our control, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities. Market Risk Regulators expect banks to transition away from the use of the London Interbank Offered Rate ("LIBOR") as a reference rate. It is expected that the transition away from the widespread use of LIBOR to alternative rates will continue to occur over the course of the next eighteen months, ahead of the FCA's announced cessation of the remaining LIBOR settings by June 30, 2023. Please see "Item 1A Risk Factors - Risks Related to Our Business" included in this report for further information. 71 Item 8. Financial Statements and Supplementary Data ORIGIN BANCORP, INC. Financial Statements DECEMBER 31, 2021, 2020 and 2019 INDEX REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 686) CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Page 73 76 77 79 80 81 83 72 Report of Independent Registered Public Accounting Firm To the Shareholders, Board of Directors and Audit Committee Origin Bancorp, Inc. Ruston, Louisiana Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Origin Bancorp, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 23, 2022, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Adoption of New Accounting Standard As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for the allowance for credit losses in 2020 due to the adoption of ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and the related amendments. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, 73 subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses The Company’s loan portfolio totaled $5.23 billion as of December 31, 2021 and the allowance for credit losses on loans was $64.6 million. The Company’s unfunded loan commitments totaled $1.6 billion, with an allowance for credit loss of $2.3 million. The Company’s available-for-sale and held-to-maturity securities portfolios totaled $1.5 billion as of December 31, 2021, and the allowance for credit losses on securities was $167,000. Together these amounts represent the allowance for credit losses (“ACL”). As more fully described in Notes 1, 3 and 4 to the Company’s consolidated financial statements, the Company estimates its exposure to expected credit losses as of the balance sheet date, for existing financial instruments held at amortized cost, securities classified as available for sale and off-balance sheet exposures, such as unfunded loan commitments, letters of credit and other financial guarantees that are not unconditionally cancelable by the Company. The determination of the ACL requires management to exercise significant judgment and consider numerous subjective factors, including determining qualitative factors utilized to adjust historical loss rates, loan credit risk grading and identifying loans requiring individual evaluation among others. As disclosed by management, different assumptions and conditions could result in a materially different amount for the estimate of the ACL. We identified the ACL at December 31, 2021 as a critical audit matter. Auditing the ACL involved a high degree of subjectivity in evaluating management’s estimates, such as evaluating management’s identification of credit quality indicators, grouping of loans determined to be similar into pools, estimating the remaining life of loans in a pool, assessment of economic conditions and other environmental factors, evaluating the adequacy of specific allowances associated with individually evaluated loans and assessing the appropriateness of loan credit risk grades. The primary procedures we performed at initial adoption of Topic 326 at January 1, 2020 and as of December 31, 2021, to address this critical audit matter included: • • ACL, including: Obtained an understanding of the Company’s process for establishing the ACL. Tested the design and operating effectiveness of controls, including those related to technology, over the o o o o o o o o o o o loan data completeness and accuracy reconciliation of loan balances accounted for at amortized cost and underlying detail classifications of loans by loan pool historical charge-off data the calculation of loss rates given probability of default and loss given default review of commercial real-estate appraisals the calculation of estimated remaining lives of the loans the establishment of qualitative adjustments loan credit risk ratings establishment of specific ACL on individually evaluated loans, management’s review and disclosure controls over the ACL • relevance and reliability of such information Tested the completeness and accuracy of the information utilized in the ACL, including evaluating the Tested the ACL model’s computational accuracy such as probability of default, loss given default and • estimated remaining lives of loans • reasonableness of the significant assumptions including consideration of impact of the COVID-19 pandemic Evaluated the qualitative adjustments to the ACL including assessing the basis for adjustments and the 74 • • Tested the loan review functions and evaluated the reasonableness of loan credit risk ratings Evaluated the reasonableness of specific allowances on individually evaluated loans • within peer groups Evaluated the overall reasonableness of assumptions used by management considering trends identified • statements Evaluated the accuracy and completeness of Topic 326 disclosures in the consolidated financial • • Evaluated credit quality trends in delinquencies, non-accruals, charge-offs and loan risk ratings; Tested estimated utilization rate of unfunded loan commitments • securities for reasonableness Reviewed documentation prepared to assess the methodology utilized in the ACL calculation for /s/ BKD, LLP We have served as the Company’s auditor since 2016. Little Rock, Arkansas February 23, 2022 75 ORIGIN BANCORP, INC. Consolidated Balance Sheets (Dollars in thousands, except per share amounts) Assets Cash and due from banks Interest-bearing deposits in banks Total cash and cash equivalents Securities: Available for sale Held to maturity, net allowance for credit losses of $167 and $66 at December 31, 2021, and December 31, 2020, respectively (fair value of $25,117 and $41,205 at December 31, 2021, and December 31, 2020, respectively) Securities carried at fair value through income Total securities Non-marketable equity securities held in other financial institutions Loans held for sale ($37,032 and $136,026 at fair value at December 31, 2021, and December 31, 2020, respectively) Loans, net of allowance for credit losses of $64,586 and $86,670 at December 31, 2021, and December 31, 2020, respectively ($17,011 at fair value at December 31, 2020) Premises and equipment, net Mortgage servicing rights Cash surrender value of bank-owned life insurance Goodwill and other intangible assets, net Accrued interest receivable and other assets Total assets Liabilities and Stockholders' Equity Noninterest-bearing deposits Interest-bearing deposits Time deposits Total deposits Federal Home Loan Bank ("FHLB") advances and other borrowings Subordinated indebtedness, net Accrued expenses and other liabilities Total liabilities Commitments and contingencies - See Note 18 - Commitments and Contingencies Stockholders' equity: Preferred stock, no par value, 2,000,000 shares authorized Common stock ($5.00 par value; 50,000,000 shares authorized; 23,746,502 and 23,506,312 shares issued at December 31, 2021, and December 31, 2020, respectively) Additional paid‑in capital Retained earnings Accumulated other comprehensive income Total stockholders' equity Total liabilities and stockholders' equity December 31, 2021 December 31, 2020 $ 133,334 $ 572,284 705,618 60,544 316,670 377,214 1,504,728 1,004,674 22,767 7,497 1,534,992 45,192 38,128 11,554 1,054,356 62,586 80,387 191,512 5,166,745 5,638,103 80,691 16,220 38,352 51,330 141,758 $ $ 7,861,285 $ 2,163,507 $ 3,864,058 543,128 6,570,693 309,801 157,417 93,163 81,763 13,660 37,553 30,480 141,041 7,628,268 1,607,564 3,478,985 664,766 5,751,315 984,608 157,181 88,014 7,131,074 6,981,118 — 118,733 242,114 363,635 5,729 730,211 — 117,532 237,341 266,628 25,649 647,150 $ 7,861,285 $ 7,628,268 The accompanying notes are an integral part of these consolidated financial statements. 76 ORIGIN BANCORP, INC. Consolidated Statements of Income (Dollars in thousands, except per share amounts) Years Ended December 31, 2020 2019 2021 Interest and dividend income Interest and fees on loans Investment securities-taxable Investment securities-nontaxable Interest and dividend income on assets held in other financial institutions Total interest and dividend income Interest expense Interest-bearing deposits FHLB advances and other borrowings Subordinated indebtedness Total interest expense Net interest income Provision for credit losses Net interest income after provision for credit losses Noninterest income Service charges and fees Mortgage banking revenue Insurance commission and fee income Gain on sales of securities, net Loss on sales and disposals of other assets, net Limited partnership investment income (loss) Swap fee income Other fee income Other income Total noninterest income $ 218,781 $ 209,114 $ 14,555 6,337 1,983 241,656 13,418 4,654 7,332 25,404 216,252 (10,765) 227,017 15,049 12,927 13,098 1,748 (185) 5,701 814 2,879 10,162 62,193 11,302 5,428 2,858 228,702 27,150 5,895 4,121 37,166 191,536 59,900 131,636 12,998 29,603 12,746 580 (1,213) 78 2,546 2,253 5,061 64,652 206,899 11,975 3,327 4,881 227,082 44,716 8,097 557 53,370 173,712 9,568 164,144 13,859 12,309 12,177 20 (333) (6) 2,185 1,490 4,777 46,478 The accompanying notes are an integral part of these consolidated financial statements. 77 ORIGIN BANCORP, INC. Consolidated Statements of Income - Continued (Dollars in thousands, except per share amounts) Noninterest expense Salaries and employee benefits Occupancy and equipment, net Data processing Electronic banking Communications Advertising and marketing Professional services Regulatory assessments Loan-related expenses Office and operations Intangible asset amortization Franchise tax expense Other expenses Total noninterest expense Income before income tax expense Income tax expense Net income Basic earnings per common share Diluted earnings per common share Years Ended December 31, 2020 2019 2021 93,026 17,347 9,117 3,563 1,574 3,438 3,644 2,904 7,688 6,399 844 2,538 4,697 156,779 132,431 23,885 91,105 17,022 8,321 3,686 1,767 3,710 3,975 3,826 6,316 5,624 1,060 2,186 3,337 151,935 44,353 7,996 $ $ 108,546 $ 36,357 $ 4.63 $ 4.60 1.56 $ 1.55 88,974 16,759 6,961 3,441 2,098 3,808 3,577 1,694 4,174 6,674 1,321 2,160 2,433 144,074 66,548 12,666 53,882 2.30 2.28 The accompanying notes are an integral part of these consolidated financial statements. 78 ORIGIN BANCORP, INC. Consolidated Statements of Comprehensive Income (Dollars in thousands) Net income Other comprehensive income (loss) Securities available for sale and transferred securities: Years Ended December 31, 2021 2020 2019 $ 108,546 $ 36,357 $ 53,882 Net unrealized holding (loss) gain arising during the period (24,061) 25,646 11,439 Net losses realized as a yield adjustment in interest on investment securities Reclassification adjustment for net gain included in net income Change in the net unrealized (loss) gain on investment securities, before tax Income tax (benefit) expense related to net unrealized (loss) gain arising during the period Change in the net unrealized (loss) gain on investment securities, net of tax Cash flow hedges: Net unrealized gain (loss) arising during the period Reclassification adjustment for (loss) gain included in net income Change in the net unrealized gain (loss) on cash flow hedges, before tax Income tax expense (benefit) related to net unrealized gain (loss) on cash flow hedges Change in net unrealized position on cash flow hedges, net of tax (10) (1,748) (25,819) (5,422) (20,397) 400 (204) 604 127 477 (10) (580) 25,056 5,262 19,794 (739) (134) (605) (127) (478) Other comprehensive (loss) income, net of tax Comprehensive income (19,920) 19,316 $ 88,626 $ 55,673 $ (10) (20) 11,409 2,396 9,013 (216) 37 (253) (53) (200) 8,813 62,695 The accompanying notes are an integral part of these consolidated financial statements. 79 ORIGIN BANCORP, INC. Consolidated Statements of Changes in Stockholders' Equity (Dollars in thousands, except per share amounts) Common Shares Outstanding Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (loss) Total Stockholders' Equity 23,726,559 $ 118,633 $ 242,041 $ 191,585 $ (2,480) $ — — — 54,386 — (300,000) 23,480,945 — — — 56,235 — (30,868) — — — 272 — (1,500) 117,405 — — — 281 — (154) — — — 2,141 — (8,559) 235,623 — — — 2,287 — (569) 23,506,312 117,532 237,341 — — 100,410 125,386 51,962 — (37,568) — — 502 627 260 — (188) — — (730) 4,646 1,925 — (1,068) 53,882 — 321 — (5,887) — 239,901 36,357 — (760) — (8,870) — 266,628 108,546 — — — — (11,539) — — 8,813 — — — — 6,333 — 19,316 — — — — 25,649 — (19,920) — — — — — 23,746,502 $ 118,733 $ 242,114 $ 363,635 $ 5,729 $ 549,779 53,882 8,813 321 2,413 (5,887) (10,059) 599,262 36,357 19,316 (760) 2,568 (8,870) (723) 647,150 108,546 (19,920) (228) 5,273 2,185 (11,539) (1,256) 730,211 Balance at January 1, 2019 Net income Other comprehensive income, net of tax Impact of adoption of ASU 2016-02 related to leases Recognition of stock compensation, net Dividends declared - common stock ($0.25 per share) Repurchase of common stock Balance at December 31, 2019 Net income Other comprehensive income, net of tax Impact of adoption of ASU 2016-13 - CECL Recognition of stock compensation, net Dividends declared - common stock ($0.3775 per share) Repurchase of common stock Balance at December 31, 2020 Net income Other comprehensive loss, net of tax Recognition of stock compensation, net Stock Issuance - Lincoln Agency Acquisition Stock Issuance - Pulley-White Acquisition Dividends declared - common stock $0.49 per share) Repurchase of common stock Balance at December 31, 2021 The accompanying notes are an integral part of these consolidated financial statements. 80 ORIGIN BANCORP, INC. Consolidated Statements of Cash Flows (Dollars in thousands) Cash flows from operating activities: 2021 2020 2019 Net income $ 108,546 $ 36,357 $ 53,882 Adjustments to reconcile net income to net cash provided by Year Ended December 31, operating activities: Provision for credit losses Depreciation and amortization Net amortization on securities Amortization of investments in tax credit funds Net realized gain on securities sold Deferred income tax expense (benefit) Stock-based compensation expense Originations of mortgage loans held for sale Proceeds from mortgage loans held for sale Gain on mortgage loans held for sale, including origination of servicing rights Mortgage servicing rights valuation adjustment Net loss on disposals of premises and equipment Increase in the cash surrender value of life insurance Gain on equity securities without a readily determinable fair value Net losses on sales and write-downs of other real estate owned Gain on fair value of previously held interest in Lincoln Agency Other operating activities, net Net cash provided by operating activities Cash flows from investing activities: Cash paid for business combinations Purchases of securities available for sale Maturities, pay downs and calls of securities available for sale Proceeds from sales of securities available for sale Purchase of securities held to maturity Maturities, pay downs and calls of securities held to maturity Pay downs of securities carried at fair value Net sales (purchases) of non-marketable equity securities held in other financial institutions Originations of mortgage warehouse loans Proceeds from pay-offs of mortgage warehouse loans Net decrease (increase) in loans, excluding mortgage warehouse and loans held for sale Surrender (purchase) of bank-owned life insurance Return of capital on limited partnership investments Capital calls on limited partnership investments Purchase of low-income housing tax credit investments Purchases of premises and equipment Proceeds from sales of premises and equipment Proceeds from sales of other real estate owned Net cash provided by (used in) investing activities (10,765) 6,830 7,758 1,825 (1,748) 6,279 2,295 (478,325) 542,638 (17,015) 2,593 82 (810) (19) 103 (5,213) 6,431 171,485 (7,457) (717,028) 146,941 44,893 — 15,250 3,243 59,900 6,880 4,581 1,442 (580) (11,884) 2,320 (659,188) 570,349 (19,190) 12,746 72 (917) — 1,141 — (3,142) 887 — (700,319) 151,932 64,702 (10,000) 415 452 9,568 6,706 975 1,608 (20) (2,596) 2,247 (353,090) 334,958 (6,943) 7,012 139 (755) (367) 194 — 8,035 61,553 — (94,544) 154,473 27,766 (10,000) 541 434 17,583 (16,121,464) 16,578,387 (22,401) 3,386 (13,665,295) (4,306,171) 12,855,955 4,239,381 55,020 (788,719) (290,278) 11 — (225) (1,254) (5,015) 18 3,949 12,852 — 818 (525) — (7,198) — 4,451 (4,500) 503 (1,521) — (11,152) 27 470 (2,115,732) (291,185) The accompanying notes are an integral part of these consolidated financial statements. 81 ORIGIN BANCORP, INC. Consolidated Statements of Cash Flows - Continued (Dollars in thousands) Cash flows from financing activities: 2021 2020 2019 Year Ended December 31, Net increase in deposits $ 819,378 $ 1,522,703 Proceeds from long-term FHLB advances Repayments on long-term FHLB advances Proceeds from Federal Reserve Bank Paycheck Protection Program Liquidity Facility ("PPPLF") Repayments on PPPLF Proceeds from short-term FHLB advances Repayments on short-term FHLB advances Issuance of subordinated indebtedness, net Net increase (decrease) in securities sold under agreements to repurchase Dividends paid Cash received from exercise of stock options Common stock repurchased Net cash provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Interest paid Income taxes paid Significant non-cash transactions: — (13,716) — — 5,726,000 (6,376,000) — 445,474 100,000 (1,898) (101,649) 319,257 (319,257) — — 2,107,000 2,815,000 (1,557,000) (2,815,000) — 147,374 — 1,039 (11,525) 146 (1,256) 144,066 328,403 377,214 (8,309) (8,854) 248 (723) 2,200,541 85,696 291,518 $ $ 705,617 $ 377,214 $ 26,265 $ 21,164 36,432 $ 24,974 (23,597) (5,863) 166 (10,059) 404,472 174,840 116,678 291,518 53,227 10,023 2,659 1,577 Unsettled liability for investment purchases recorded at trade date Real estate acquired in settlement of loans 8,191 3,889 1,514 2,446 The accompanying notes are an integral part of these consolidated financial statements. 82 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Note 1 - Significant Accounting Policies Nature of Operations. Origin Bancorp, Inc. ("Company") is a financial holding company headquartered in Ruston, Louisiana. The Company's wholly-owned bank subsidiary, Origin Bank ("Bank"), provides a broad range of financial services to businesses, municipalities, high net worth individuals and retail clients. The Company currently operates 44 banking centers located in Dallas/Fort Worth and Houston, Texas, North Louisiana and into Mississippi. The Company principally operates in one business segment, community banking. Basis of Presentation. The consolidated financial statements include the accounts of the Company and all other entities in which Origin Bancorp, Inc. has a controlling financial interest, including the Bank, and Davison Insurance Agency, LLC ("Davison Insurance"), doing business as Lincoln Agency, LLC (the "Lincoln Agency"), Lincoln Agency Transportation Insurance, Pulley-White Insurance Agency ("Pulley-White"), Reeves, Coon & Funderburg, Simoneaux & Wallace Agency and Thomas & Farr Agency. All significant intercompany balances and transactions have been eliminated in consolidation. The Company's accounting and financial reporting policies conform, in all material respects, to accounting principles generally accepted in the United States ("U.S. GAAP") and to general practices within the financial services industry. The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these consolidated financial statements were issued. Reclassifications. Certain amounts previously reported have been reclassified to conform to the current presentation. Such reclassifications had no effect on prior year net income or stockholders' equity. Variable Interest Entities. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity ("VIE") under U.S. GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity's activities. The Company consolidates voting interest entities in which it has all, or at least a majority of, the voting interest. As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. The Company's wholly-owned subsidiaries CTB Statutory Trust I and First Louisiana Statutory Trust I are VIEs for which the Company is not the primary beneficiary. Accordingly, the accounts of these trusts are not included in the Company's consolidated financial statements. Operating Segments. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Bank is the only significant subsidiary upon which management makes decisions regarding how to allocate resources and assess performance. Individual bank branches offer a group of similar services, including commercial, real estate and consumer loans, time deposits, checking and savings accounts, all with similar operating and economic characteristics. While the chief operating decision-maker monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the community banking services and branch locations are considered by management to be aggregated into one reportable operating segment, community banking. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions based on available information that affect the amounts reported in the financial statements and disclosures provided, including the accompanying notes, and actual results could differ. Material estimates that are particularly susceptible to change include the allowance for credit losses for loans and available for sale securities; fair value measurements of assets and liabilities; and income taxes. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the Company's consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual results could differ from those estimates. 83 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Cash and Cash Equivalents. For purposes of the statement of cash flows, the Company considers all cash on hand, demand deposits with other banks, federal funds sold and short-term interest-bearing cash items with an original maturity less than 90 days to be cash equivalents. The Company maintains deposits with other financial institutions in amounts that exceed federal deposit insurance coverage. Furthermore, federal funds sold are essentially uncollateralized loans to other financial institutions. Management regularly evaluates the credit risk associated with the counterparties to these transactions and believes that the Company is not exposed to any significant credit risks on cash and cash equivalents. At December 31, 2021 and 2020 the Company had cash collateral required to be held with counterparties on certain derivative transactions as discussed in Note 12 - Derivative Financial Instruments. Securities. The Company accounts for debt and equity securities as follows: Available for Sale ("AFS") - Debt securities that will be held for indefinite periods of time, including securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity and changes in the availability of and the yield of alternative investments are classified as AFS. These assets are carried at fair value. Fair value is determined using published quotes. If quoted market prices are not available, fair values are based on other methods including, but not limited to the discounting of cash flows. Unrealized gains and losses on AFS securities are excluded from earnings and reported net of tax in accumulated other comprehensive income until realized. Please see the paragraphs under Allowance for Credit Losses referenced below in this footnote for information on the allowance for credit losses pertaining to AFS securities. Held to Maturity ("HTM") - Debt securities that management has the positive intent and ability to hold until maturity are classified as HTM and are carried at their remaining unpaid principal balance, net of unamortized premiums or unaccredited discounts. Please see the paragraphs under Allowance for Credit Losses referenced below in this footnote for information on the allowance for credit losses pertaining to HTM securities. Securities Carried at Fair Value through Income - Debt securities for which the Company has elected the fair value option for accounting are classified as securities carried at fair value through income. Management has elected the fair value option for these items to offset the corresponding change in fair value of related interest rate swap agreements. Fair value is determined using discounted cash flows and credit quality indicators. Changes in fair value are reported through the consolidated statements of income as a part of other noninterest income. Interest income on securities includes amortization of purchase premiums and discounts. Premiums and discounts on securities are generally amortized using the interest method with a constant effective yield without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Premiums on callable securities are amortized to their earliest call date. A security is placed on nonaccrual status if (i) principal or interest has been in default for a period of 90 days or more or (ii) full payment of principal and interest is not expected. Interest accrued but not received for a security placed on nonaccrual status is reversed against interest income. Gains and losses on sales are recorded on the trade date, are derived from the amortized cost of the security sold and are determined using the specific identification method. Non-marketable Equity Securities Held in Other Financial Institutions. Securities with limited marketability, such as stock in the Federal Reserve Bank of Dallas ("FRB") or the Federal Home Loan Bank of Dallas ("FHLB"), are carried at cost, less impairment, if any. These investments in stock do not have readily determinable fair values. The Company's remaining equity investments in other financial institutions, excluding FRB and FHLB, totaling $15.7 million and $12.1 million at December 31, 2021 and 2020, respectively, qualify for the practicability exception under Accounting Standards Update ("ASU") 2016-01 due to having illiquid markets and are carried at cost, less impairment, plus or minus any observable price changes. The carrying value of these securities was evaluated and was determined not to be impaired for the years ended December 31, 2021, 2020 and 2019. Loans Held for Sale. Loans held for sale include mortgage loans and are carried at fair value, with unrealized gains and losses recorded in the consolidated statements of income. Please see Mortgage Servicing Rights and Transfers of Financial Assets below for information on the GNMA repurchase asset which represents the difference between the total loans held for sale on the face of the balance sheet and the loans held for sale at fair value also shown on the face of the balance sheet. 84 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Forward commitments to sell mortgage loans are acquired to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale. The forward commitments acquired by the Company for mortgage loans in process of origination are mandatory forward commitments, and the Company is required to substitute another loan or to buy back the commitment if the original loan does not fund. Typically, the Company delivers the mortgage loans within a few days after the loans are funded. These commitments are derivative instruments carried at fair value. Gains and losses resulting from sales of mortgage loans are realized when the respective loans are sold to investors. Gains and losses are determined by the difference between the selling price (including the fair value of any items such as mortgage servicing rights) and the carrying amount of the loans sold. Fees received from borrowers to guarantee the funding of mortgage loans held for sale are recognized as income or expense when the loans are sold or when it becomes evident that the commitment will not be used. Loans. Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for credit losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, and certain direct origination costs, are deferred and amortized as a yield adjustment over the lives of the related loans using the interest method. Late fees are recognized as income when earned, assuming collectability is reasonably assured. The Company has elected the fair value option on a small portion of its LHFI at December 31, 2020, with changes in fair value recorded in noninterest income. For these loans, the earned current contractual interest payment is recognized in interest income. Loan origination costs and fees are recognized in earnings as incurred and not deferred. Because these loans are recognized at fair value, the Company's allowance for credit losses policy does not apply to these loans. Fair value is determined using discounted cash flows and credit quality indicators. In addition to loans issued in the normal course of business, the Company considers overdrafts on customer deposit accounts to be loans and classifies these overdrafts as loans in its consolidated balance sheets. Loans are placed on nonaccrual status when management believes that the borrower's financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans may be placed on nonaccrual status even if the contractual payments are not past due if information becomes available that causes substantial doubt about the borrower's ability to meet the contractual obligations of the loan. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Past due status is based on contractual terms of the loan. Interest income on nonaccrual loans may be recognized to the extent cash payments are received, but payments received are usually applied to principal. Nonaccrual loans are generally returned to accrual status when contractual payments are less than 90 days past due, the customer has made required payments for at least six months, and the Company reasonably expects to collect all principal and interest. If a loan is determined by management to be uncollectible, regardless of size, the portion of the loan determined to be uncollectible is then charged to the allowance for loan credit losses. 85 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Allowance for Credit Losses. The allowance for loan credit losses represents the estimated losses for financial assets accounted for on an amortized cost basis. Expected losses are calculated using relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company evaluates loans held for investment ("LHFI") on a pool basis with pools of loans characterized by loan type, collateral, industry, internal credit risk rating and Fair Isaac Corporation ("FICO") score. The Company applied a probability of default, loss given default loss methodology to the loan pools at January 1 and December 31, 2021. Historical loss rates for each pool are calculated based on charge-off and recovery data beginning with the second quarter of 2012. These loss rates are adjusted for differences between current period conditions, including the ongoing effects of COVID-19 on the U.S. economy, and the conditions existing during the historical loss period. Historical losses are additionally adjusted for the effects of certain economic variables forecast over a one-year period. Subsequent to the forecast effects, historical loss rates are used to estimate losses over the estimated remaining lives of the loans. The estimated remaining lives consist of the contractual lives, adjusted for estimated prepayments. Loans that exhibit characteristics different from their pool characteristics are evaluated on an individual basis. Certain of these loans are considered to be collateral dependent with the borrower experiencing financial difficulty. For these loans, the fair value of collateral practical expedient is elected whereby the allowance is calculated as the amount by which the amortized cost exceeds the fair value of collateral, less costs to sell (if applicable). Those individual loans that are not collateral dependent are evaluated based on a discounted cash flow methodology. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Loans are charged off against the allowance for credit losses when management believes the loss is confirmed. Subsequent recoveries, if any, are credited to the allowance. Delinquency statistics are updated at least monthly and are the most meaningful indicator of the credit quality of one-to-four single-family residential, home equity loans and lines of credit and other consumer loans. Internal risk ratings are considered the most meaningful indicator of credit quality for commercial and industrial, construction, and commercial real estate loans. Internal risk ratings are a key factor in identifying loans that are individually evaluated for impairment and impact management's estimates of loss factors used in determining the amount of the allowance for credit losses. Internal risk ratings are updated on a regular basis. Troubled debt restructurings ("TDRs") are loans for which the contractual terms on the loan have been modified and both of the following conditions exist: (1) the borrower is experiencing financial difficulty and (2) the restructuring constitutes a concession. Concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. The Company assesses all loan modifications to determine whether they constitute a TDR. The allowance for off-balance sheet exposures was determined using the same methodology that is applied to LHFI. Utilization rates are determined based on historical usage. Credit losses related to available for sale debt securities are recorded through an allowance for credit losses. The amount of the allowance for credit losses is limited to the amount by which fair value is below amortized cost. Discounted cash flow analysis is required for determining credit losses for available for sale securities. In determining whether or not a credit loss exists, such factors as extent of the loss, adverse conditions related to the entity, industry or geographic region, security structure, ratings and changes by a rating agency and past performance are considered. The length of time a security has been in an unrealized loss position is not a factor in determining whether a credit loss exists. The allowance for credit losses for held-to-maturity securities is calculated using a probability of default, loss given default methodology. Credit losses are estimated over the lives of the securities using historical loss rates, adjusted for current conditions and reasonable and supportable forecasts. Third-party data is used for the historical loss rates and probability of default statistics. The forecast effect is applied over the estimated lives of the securities. Premises and Equipment, net. Land is carried at cost. Buildings and improvements are stated at cost less accumulated depreciation computed using the straight-line method over the estimated useful lives of the assets, which range from 35 to 39 years. Furniture, fixtures, and equipment are stated at cost less accumulated depreciation computed using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. 86 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Leases. The Company determines if an arrangement is a lease at inception. Operating lease assets are included in accrued interest receivable and other assets, operating lease liabilities are included in accrued expenses and other liabilities in the Company's consolidated balance sheets. The Company has made an accounting policy election not to recognize short-term lease assets and liabilities (less than a 12-month term) or immaterial equipment and server space leases in its balance sheets; instead, the Company recognizes the lease expense for these leases on a straight-line basis over the life of the lease. The Company has no material finance leases. Right of use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses an estimated incremental collateralized borrowing rate, which is derived from information available at the lease commencement date and gives consideration to the applicable FHLB borrowing rates, when determining the present value of lease payments. The Company's lease terms include options to extend a lease when it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any residual value guarantees. All of the Company's operating long-term leases are real estate leases, which are accounted for as a single lease component. Mortgage Servicing Rights and Transfers of Financial Assets. Gains or losses on "servicing-retained" loan sale transactions generally include a component reflecting the differential between the contractual interest rate of the loan and the interest rate to be received by the investor. The present value of the estimated future profit for servicing the loans is also taken into account in determining the amount of gain or loss on the sale of these loans. For loans sold servicing-retained, the fair value of mortgage servicing rights is recorded as an asset, with their value estimated using a discounted cash flow methodology to arrive at the present value of future expected earnings from the servicing of the loans. Significant model inputs include prepayment speeds, discount rates, and servicing costs. Servicing revenues are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. Loans sold into the secondary market are considered transfers of financial assets. These transfers are accounted for as sales when control over the asset has been surrendered, which is deemed to have occurred when: an asset does not have any claims to it by the transferor or their creditors, including in bankruptcy or other receivership situations; the transferee obtains the unconditional right to pledge or exchange the asset; or the transfer does not include a repurchase provision above the limited recourse provisions of these loan sales. GNMA optional repurchase programs allow financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing. At the servicer's option and without GNMA's prior authorization, the servicer may repurchase a delinquent loan for an amount equal to 100% of the remaining principal balance of the loan. This buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When a financial institution is deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be included in the balance sheet as mortgage loans held for sale, regardless of whether the institution intends to exercise the buy- back option. These loans were recorded as mortgage loans held for sale, at the lower of cost or fair value with a corresponding liability in FHLB advances and other borrowings on the Company's consolidated balance sheets. Derivative Instruments and Hedging Activities. All derivatives are recorded on the accompanying consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. During the term of a cash flow hedge contract, the effective portion of changes in fair value in the derivative instrument are recorded in accumulated other comprehensive income. Changes in the fair value of derivatives to which hedge accounting does not apply are recognized immediately in earnings. Note 12 - Derivative Financial Instruments describes the derivative instruments currently used by the Company and discloses how these derivatives impact its consolidated balance sheets and statements of income. 87 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Goodwill and Other Intangible Assets. Goodwill, which represents the excess of cost over the fair value of the net assets of an acquired business, is not amortized but tested for impairment on an annual basis, which is typically October 1 for the Company, or more often if events or circumstances indicate that there may be impairment. Because of the volatile market conditions during which the Company's market value fell below book value, the Company performed a qualitative assessment of whether it was more likely than not that the fair value was less than carrying value during each quarter of 2020 including a goodwill impairment assessment performed by a third-party valuation specialist during the second quarter of 2020. Based on these assessments, it was determined that the Company's fair value exceeded carrying value and no goodwill impairment was recorded during 2020. Other intangible assets, such as relationship based intangibles and core deposit intangibles, are amortized on a basis consistent with the receipt of economic benefit to us. Such assets are evaluated at least annually as to the recoverability of their carrying value for potential impairment. In the quarter following the period in which identified intangible assets become fully amortized, the fully amortized balances are removed from the gross asset and accumulated amortization amounts. Other Real Estate Owned. Other real estate owned ("OREO") represents properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure on loans on which the borrowers have defaulted as to payment of principal and interest. OREO also includes bank-owned real estate which the Company is no longer utilizing and intends to sell. These properties are initially recorded at fair value, less cost to sell, at the date of foreclosure, establishing a new cost basis. Fair value is determined based on third-party appraisals. Any subsequent capital improvements that increase value are added to the balance of the properties. Any valuation adjustments required at the date of transfer from loans to OREO are charged to the allowance for credit losses. Any subsequent write-downs to reflect current fair value, or gains and losses on the sale of the properties are charged to noninterest income. At December 31, 2021 and 2020, the balance of OREO was $1.5 million and $1.6 million, respectively, and included as a component of accrued interest receivable and other assets in the accompanying consolidated balance sheets. Overnight Repurchase Agreements with Depositors. The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates it to repurchase the assets. Securities sold under agreements to repurchase generally mature on the banking day following that on which the investment was initially sold and are treated as collateralized financing transactions which are recorded at the amounts at which the securities were sold plus accrued interest. Interest rates and maturity dates of the securities involved vary and are not intended to be matched with funds from customers. Revenue Recognition. In general, for revenue not associated with financial instruments, guarantees and lease contracts, the Company applies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied. Our contracts with customers are generally short-term in nature, typically due within one year or less or cancellable by us or our customer upon a short notice period. Performance obligations for our customer contracts are generally satisfied at a single point in time, typically when the transaction is complete, or over time. Descriptions of the Company's revenue generating activities that are within the scope of Topic 606 are described below. Service charges and fees on deposit accounts Service charges and fees on deposit accounts are primarily comprised of maintenance fees, service fees, stop payment and insufficient funds fees. The Company's performance obligation for service fees or other fees covering a period of time are generally satisfied, and related revenue recognized, over the period in which the service is provided. The Company's performance obligations for transactional-based fees are generally satisfied, and related revenue recognized, at a point in time. Insurance commission and fee income The Company earns commission income through production on behalf of insurance carriers and also earns fee income by providing complementary services such as collection of premiums. In most instances, the Company considers the performance obligation to be complete at the time the service was rendered. 88 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Credit card interchange income The Company records credit card interchange income at a point in time as card transactions occur. The Company's performance obligation for these transactions is deemed to have occurred upon completion of each transaction. The amounts are included as a component of other income in the consolidated statements of income. Gain or loss on sale of other assets and OREO In the normal course of business, the Company recognizes the sale on other assets and OREO, along with any gain or loss, when control of the property transfers to the buyer through an executed contractual agreement. The transaction price is fixed, and on occasion the Company will finance a portion of the purchase price of the transferred asset. Mortgage Banking Revenue. This revenue category primarily reflects the Company's mortgage production, sales and mortgage servicing revenue, including fees and income derived from mortgages originated with the intent to sell; mortgage sales and servicing; and the impact of risk management activities associated with the mortgage pipeline and mortgage servicing rights ("MSRs"). This revenue category also includes gains and losses on sales and changes in fair value for mortgage loans originated with the intent to sell and measured at fair value under the fair value option. Changes in the fair value of MSRs are reported in mortgage banking revenue. Net interest income from mortgage loans is recorded in interest income. Income Taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. The Company did not have any amount accrued with respect to uncertainty in income taxes at December 31, 2021 and 2020. The Company recognizes interest and/or penalties related to income tax matters as a component of noninterest expense. There were no penalties or related interest for the years ended December 31, 2021, 2020 or 2019. Federal income tax expense or benefit has been allocated to subsidiaries on a separate return basis. Stock-Based Compensation. The cost of employee services received in exchange for stock options or restricted stock grants are measured using the fair value of the award on the grant date and is recognized over the service period. Other Investments. The Company accounts for investments in limited partnerships, limited liability companies ("LLCs"), and other privately held companies using either the equity method of accounting or at amortized cost net of impairments and observable price changes. The accounting treatment depends upon the Company's percentage ownership or degree of management influence. Under the equity method of accounting, the Company records its initial investment at cost. Subsequently, the carrying amount of the investment is increased or decreased to reflect its share of income or loss of the investee. The Company's recognition of earnings or losses from an equity method investment is based on its ownership percentage in the investee and the investee's earnings for the reporting period, and is recorded on a one-quarter lag. All of the Company's investments in limited partnerships, LLCs, and other companies are privately held, and their fair values are not readily available. Management evaluates the investments in investees for impairment based on the investee's ability to generate cash through its operations or obtain alternative financing, and other subjective factors. There are inherent risks associated with investments in such companies, which may result in volatility in the consolidated statements of income in future periods. At December 31, 2021 and 2020, investments in limited partnerships, LLCs and other privately held companies totaled $21.4 million and $15.7 million, respectively, and were included in accrued interest receivable and other assets in the accompanying consolidated balance sheets. 89 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Investments in Tax Credit Entities. As part of its Community Reinvestment Act responsibilities and due to their favorable economic characteristics, the Company invests in tax credit-motivated projects primarily in the markets it serves. These projects are directed at tax credits issued under Low-Income Housing Tax Credits. The Company generates returns on tax credit motivated projects through the receipt of federal, and if applicable, state tax credits. The federal tax credits are recorded as an offset to the income tax provision in the year that they are earned under federal income tax law – over 10 to 15 years beginning in the year in which rental activity commences. These credits, if not used in the tax return for the year of origination, can be carried forward for 20 years. The Company invests in a tax credit entity, usually an LLC, which owns the real estate. The Company receives a nonvoting interest in the entity that must be retained during the compliance period for the credits (15 years for Low-Income Housing Tax Credit programs). Control of the tax credit entity rests in the 0.1% interest general partner, who has the power and authority to make decisions that impact economic performance of the project and is required to oversee and manage the project. Due to the lack of any voting, economic, or managerial control, and due to the contractual reduction in the investment, the Company accounts for its investment by amortizing the investment, beginning at the issuance of the certificate of occupancy of the project, over the compliance period, as management believes any potential residual value in the real estate will have limited value. Amortization is included as a component of income tax expense. The Company has the risk of credit recapture if the project does not maintain compliance during the compliance period. No such events have occurred to date. At December 31, 2021 and 2020, the Company had investments in tax credit entities of $11.1 million and $7.6 million, respectively, which are included in accrued interest receivable and other assets in the accompanying consolidated balance sheets. Earnings Per Share. Basic and diluted earnings per common share are calculated using the treasury method, under which basic earnings per share is calculated as net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards. Diluted income per common share considers common stock issuable under the assumed release of unvested restricted stock awards, convertible preferred stock being converted to common stock, and the assumed exercise of stock options granted. The dilutive effect of share-based payment awards that are not deemed to be participating securities is calculated using the treasury stock method, which assumes that the proceeds from exercise are used to purchase common stock at the average market price for the period. The dilutive effect of participating securities is calculated using the more dilutive of the treasury stock method (which assumes that the participating securities are exercised/released) or the two-class method (which assumes that the participating securities are not exercised/released and earnings are reallocated between common and participating security stockholders). Potentially dilutive common stock equivalents are excluded from the computation of diluted earnings per common share in periods in which the effect would be anti-dilutive. 90 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Effect of Recently Adopted Accounting Standards ASU No. 2019-10, Financial Instruments —Credit Losses (Topic 326), the impact of this ASU alleviates step 2 of the goodwill impairment test. Implementation of this ASU became effective for the Company on January 1, 2020, and did not materially impact the consolidated financial statements or disclosures. ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments; ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses; ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments; ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief; ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses; collectively, the "ASUs". These ASUs introduce and amend Accounting Standards Codification ("ASC") Topic 326, Financial Instruments - Credit Losses and amend guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the current incurred loss approach and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. This guidance also changes the accounting for purchased loans and securities with credit deterioration. Topic 326 also applies to off-balance sheet exposures such as unfunded loan commitments, letters of credit and other financial guarantees. Expected credit losses related to off-balance sheet exposures will be presented as a liability rather than as an allowance. Please see the paragraphs under Allowance for Credit Losses referenced above in this footnote for additional information on the determination of the allowance for credit losses as required by these ASUs. The Company made the following policy elections related to the adoption of the guidance in Topic 326: • Accrued interest will be written off against interest income when financial assets are placed into nonaccrual status. Therefore, accrued interest will be excluded from the amortized cost basis for purposes of calculating the allowance for credit losses. Accrued interest receivable is presented with other assets in a separate line item in the consolidated balance sheet. • The fair value of collateral practical expedient has been elected on certain loans, in determining the allowance for credit losses, for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty. • For credit loss estimates calculated using a discounted cash flow approach, the entire change in present value is reported in credit loss expense rather than being attributed to interest income. 91 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements The adoption of ASC Topic 326 was recorded on its original effective date as a cumulative effect adjustment to retained earnings at January 1, 2020, and is shown below. (Dollars in thousands) LHFI: Loans secured by real estate: Commercial real estate Construction/land/land development Residential real estate Total real estate Commercial and industrial Mortgage warehouse lines of credit Consumer Total allowance for loan credit losses Reserve for off-balance sheet exposures Held-to-Maturity Securities: Municipal securities December 31, 2019 Balance Transition Adjustment January 1, 2020 ACL Balance $ 10,013 $ (5,052) $ 3,711 6,332 20,056 16,960 262 242 1,141 (2,526) (6,437) 7,296 29 360 4,961 4,852 3,806 13,619 24,256 291 602 $ $ $ 37,520 $ 1,248 $ 38,768 1,810 $ (381) $ 1,429 — $ 96 $ 96 ASU No. 2018-13, Fair Value Measurement - (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in this update remove disclosures that no longer are considered cost beneficial, modify/clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. ASU 2018-13 became effective on January 1, 2020, and did not have a significant impact on our financial statements. ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes. It also clarifies certain aspects of the existing guidance to promote more consistent application, among other things. The amendments in the update became effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, and did not have a significant impact on the Company's consolidated financial statements or disclosures. ASU No. 2021-06, Presentation of Financial Statements (Topic 205), Financial Services —Depository and Lending(Topic 942), and Financial Services — Investment Companies (Topic 946) —Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants amends the Accounting Standards Codification in order to agree the Codification to the new SEC releases 33-10786 and 33-10835 (the "Releases"). The Releases clearly define whether an acquired or disposed business subsidiary is significant; update, expand and eliminate certain disclosures; eliminate overlap with certain SEC and U.S.GAAP rules; and add a new subpart of Regulation S-K. The ASU is effective upon issuance, however, the SEC release on which the ASU is based is effective for registrants with the first fiscal year ending after December 15, 2021, while Guide 3 will be rescinded effective January 1, 2023. Implementation of this ASU is not expected to materially impact the Company's financial statement disclosures. Effect of Newly Issued But Not Yet Effective Accounting Standards ASU No. 2021-08, Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update affect accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Implementation of this ASU is not expected to materially impact the Company's financial statements or disclosures. 92 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Note 2 - Earnings Per Share Basic and diluted earnings per common share are calculated using the treasury method. Under the treasury method, basic earnings per share is calculated as net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards. Information regarding the Company's basic and diluted earnings per common share is presented in the following table: (Dollars in thousands, except per share amounts) Numerator: Net income Denominator: Years Ended December 31, 2021 2020 2019 $ 108,546 $ 36,357 $ 53,882 Weighted average common shares outstanding Dilutive effect of stock-based awards 23,431,504 23,367,221 23,470,746 177,082 144,731 203,319 Weighted average diluted common shares outstanding 23,608,586 23,511,952 23,674,065 Basic earnings per common share Diluted earnings per common share $ 4.63 $ 4.60 1.56 $ 1.55 2.30 2.28 93 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Note 3 - Securities The following table is a summary of the amortized cost and estimated fair value, including the allowance for credit losses and gross unrealized gains and losses, of available for sale, held to maturity and securities carried at fair value through income for the dates indicated: (Dollars in thousands) December 31, 2021 Available for sale: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Net Carrying Amount State and municipal securities $ 394,046 $ 14,095 $ (2,323) $ 405,818 $ — $ 405,818 Corporate bonds U.S. government and agency securities Commercial mortgage-backed securities Residential mortgage-backed securities Commercial collateralized mortgage obligations Residential collateralized mortgage obligations Asset-backed securities Total Held to maturity: 80,498 98,892 65,691 559,655 20,000 196,691 81,985 2,509 2 — 3,751 2 460 1,077 (273) (1,236) (1,448) (5,605) 82,734 97,658 64,243 557,801 (330) 19,672 (3,411) 193,740 — 83,062 — — — — — — — 82,734 97,658 64,243 557,801 19,672 193,740 83,062 $ 1,497,458 $ 21,896 $ (14,626) $ 1,504,728 $ — $ 1,504,728 State and municipal securities $ 22,934 $ 2,183 $ — $ 25,117 $ (167) $ 22,767 Securities carried at fair value through income: State and municipal securities(1) $ 7,375 $ — $ — $ 7,497 $ — $ 7,497 December 31, 2020 Available for sale: State and municipal securities $ 420,559 $ 21,884 $ (258) $ 442,185 $ — $ 442,185 Corporate bonds U.S. government and agency securities Commercial mortgage-backed securities Residential mortgage-backed securities Residential collateralized mortgage obligations Asset-backed securities Total Held to maturity: 64,313 851 10,814 207,742 193,865 73,451 1,762 3 266 7,441 1,739 877 (137) 65,938 (5) — (232) (261) — 849 11,080 214,951 195,343 74,328 — — — — — — 65,938 849 11,080 214,951 195,343 74,328 $ 971,595 $ 33,972 $ (893) $ 1,004,674 $ — $ 1,004,674 State and municipal securities $ 38,194 $ 3,011 $ — $ 41,205 $ (66) $ 38,128 Securities carried at fair value through income: State and municipal securities(1) $ 10,618 $ — $ — $ 11,554 $ — $ 11,554 ____________________________ (1) Securities carried at fair value through income have no unrealized gains or losses at the balance sheet date as all changes in value have been recognized in the consolidated statements of income. See Note 5 - Fair Value of Financial Instruments for more information. 94 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Securities with unrealized losses at December 31, 2021 and 2020, aggregated by investment category and those individual securities that have been in a continuous unrealized loss position for less than 12 months, and for 12 months or more, were as follows. (Dollars in thousands) December 31, 2021 Available for sale: Less than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss State and municipal securities $ 82,627 $ (1,651) $ 16,617 $ (672) $ 99,244 $ (2,323) Corporate bonds U.S. government and agency securities Commercial mortgage-backed securities Residential mortgage-backed securities Commercial collateralized mortgage obligations Residential collateralized mortgage obligations Total Held to maturity: 13,299 97,010 57,703 409,382 14,568 127,080 (201) (1,234) (1,167) (5,577) (330) 2,928 440 6,540 1,693 — (72) (2) (281) (28) — 16,227 97,450 64,243 411,075 14,568 (2,623) 31,301 (788) 158,381 (273) (1,236) (1,448) (5,605) (330) (3,411) $ 801,669 $ (12,783) $ 59,519 $ (1,843) $ 861,188 $ (14,626) State and municipal securities $ — $ — $ — $ — $ — $ — December 31, 2020 Available for sale: State and municipal securities $ 21,979 $ (258) $ — $ — $ 21,979 $ Corporate bonds U.S. government and agency securities Residential mortgage-backed securities Residential collateralized mortgage obligations 30,513 — 23,178 43,911 (137) — (232) (261) — 568 — — — (5) — — 30,513 568 23,178 43,911 Total Held to maturity: $ 119,581 $ (888) $ 568 $ (5) $ 120,149 $ (258) (137) (5) (232) (261) (893) State and municipal securities $ — $ — $ — $ — $ — $ — Management evaluates available for sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or non credit-related factors. Consideration is given to (1) the extent to which the fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. Management does not have the intent to sell any of the securities in an unrealized loss position and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, at December 31, 2021, management believes that the unrealized losses detailed in the previous table are due to non credit-related factors, including changes in interest rates and other market conditions, and therefore no losses have been recognized in the Company’s consolidated statements of income. The following table presents the activity in the allowance for credit losses for held-to-maturity debt securities. (Dollars in thousands) Allowance for credit losses: Balance at January 1, Impact of adopting ASC 326 Credit loss allowance (recovery) Balance at December 31, Municipal Securities 2021 2020 $ $ 66 $ — 101 167 $ — 96 (30) 66 95 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Accrued interest of $6.1 million and $5.4 million was not included in the calculation of the allowance at December 31, 2021 or 2020, respectively. There were no past due held-to-maturity securities or held-to-maturity securities in nonaccrual status at December 31, 2021 or 2020. Proceeds from sales and calls, and related gross gains and losses of securities available for sale, are shown below. (Dollars in thousands) Proceeds from sales/calls Gross realized gains Gross realized losses Year Ended December 31, 2021 2020 2019 $ 44,893 $ 64,702 $ 1,780 (32) 774 (194) 27,766 161 (141) The following table presents the amortized cost and fair value of securities available for sale and held to maturity at December 31, 2021, grouped by contractual maturity. Mortgage-backed securities, collateralized mortgage obligations and asset-backed securities, which do not have contractual payments due at a single maturity date, are shown separately. Actual maturities for mortgage-backed securities, collateralized mortgage obligations and asset-backed securities will differ from contractual maturities as a result of prepayments made on the underlying loans. (Dollars in thousands) December 31, 2021 Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Commercial mortgage-backed securities Residential mortgage-backed securities Commercial collateralized mortgage obligations Residential collateralized mortgage obligations Asset-backed securities Total Held to Maturity Available for Sale Amortized Cost Fair Value Amortized Cost Fair Value $ — $ — — $ — 22,934 25,117 — — — — — — — — — — — — 5,618 $ 117,609 153,260 296,949 65,691 559,655 20,000 196,691 81,985 5,623 120,398 155,903 304,286 64,243 557,801 19,672 193,740 83,062 $ 22,934 $ 25,117 $ 1,497,458 $ 1,504,728 The following table presents carrying amounts of securities pledged as collateral for deposits and repurchase agreements for the period ends presented. (Dollars in thousands) December 31, 2021 December 31, 2020 Carrying value of securities pledged to secure public deposits $ 331,651 $ Carrying value of securities pledged to repurchase agreements 10,312 289,537 10,982 96 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Note 4 - Loans Loans consist of the following: (Dollars in thousands) Loans held for sale LHFI: Loans secured by real estate: Commercial real estate Construction/land/land development Residential real estate Total real estate Commercial and industrial(1) Mortgage warehouse lines of credit Consumer Total loans accounted for at amortized cost Loans accounted for at fair value Total LHFI(2) Less: Allowance for loan losses LHFI, net December 31, 2021 December 31, 2020 $ $ 80,387 $ 191,512 1,693,512 $ 1,370,928 530,083 909,739 3,133,334 1,454,235 627,078 16,684 5,231,331 — 5,231,331 64,586 $ 5,166,745 $ 531,860 885,120 2,787,908 1,817,862 1,084,001 17,991 5,707,762 17,011 5,724,773 86,670 5,638,103 ____________________________ (1) (2) Includes $105.8 million and $546.5 million of PPP loans at December 31, 2021 and December 31, 2020, respectively. Includes net deferred loan fees of $9.6 million and $13.7 million at December 31, 2021, and December 31, 2020, respectively. There were no loans held for investment ("LHFI") for which the fair value option was elected at December 31, 2021, and $17.0 million of commercial real estate loans for which the fair value option was elected at December 31, 2020. The Company mitigates the interest rate component of fair value risk on loans at fair value by entering into derivative interest rate contracts. See Note 5 - Fair Value of Financial Instruments for more information on loans for which the fair value option has been elected. The Company was a participating lender in the Paycheck Protection Program ("PPP") in 2020 and 2021. There were approximately $105.8 million and $546.5 million in PPP loans outstanding included in the Company’s commercial and industrial loan portfolio at December 31, 2021 and 2020, respectively, which included $3.0 million and $9.6 million in net deferred loan fees at December 31, 2021 and 2020, respectively. PPP loans have a maximum maturity of five years and earn interest at 1%. PPP loans are fully guaranteed by the U.S. government and can be forgiven by the Small Business Administration ("SBA") if the borrower uses the proceeds to pay specified expenses. The Company believes that the vast majority of its PPP loans will ultimately be forgiven by the SBA in accordance with the terms of the program, and as of December 31, 2021, forgiveness has been granted on $648.4 million of PPP loans. Credit quality indicators. As part of the Company's commitment to manage the credit quality of its loan portfolio, management annually and periodically updates and evaluates certain credit quality indicators, which include but are not limited to (i) weighted-average risk rating of the loan portfolio, (ii) net charge-offs, (iii) level of non-performing loans, (iv) level of classified loans (defined as substandard, doubtful and loss), and (v) the general economic conditions in the cities and states in which the Company operates. The Company maintains an internal risk rating system where ratings are assigned to individual loans based on assessed risk. Loan risk ratings are the primary indicator of credit quality for the loan portfolio and are continually evaluated to ensure they are appropriate based on currently available information. 97 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements The following is a summary description of the Company's internal risk ratings: • Pass (1-6) Minimal risk (1) Moderate risk (2) Better than average risk (3) Average risk (4) Loans within this risk rating are further categorized as follows: Well-collateralized by cash equivalent instruments held by the Bank. Borrowers with excellent asset quality and liquidity. Borrowers' capitalization and liquidity exceed industry norms. Borrowers in this category have significant levels of liquid assets and have a low level of leverage. Borrowers with strong financial strength and excellent liquidity that consistently demonstrate strong operating performance. Borrowers in this category generally have a sizable net worth that can be converted into liquid assets within 12 months. Borrowers with sound credit quality and financial performance, including liquidity. Borrowers are supported by sufficient cash flow coverage generated through operations across the full business cycle. Marginally acceptable risk (5) Loans generally meet minimum requirements for an acceptable loan in accordance with Watch (6) • Special Mention (7) • Substandard (8) • Doubtful (9) • Loss (0) lending policy, but possess one or more attributes that cause the overall risk profile to be higher than the majority of newly approved loans. A passing loan with one or more factors that identify a potential weakness in the overall ability of the borrower to repay the loan. These weaknesses are generally mitigated by other factors that reduce the risk of delinquency or loss. This grade is intended to be temporary and includes borrowers whose credit quality has deteriorated and is at risk of further decline. This grade includes "Substandard" loans under regulatory guidelines. Substandard loans exhibit a well-defined weakness that jeopardizes debt repayment in accordance with contractual agreements, even though the loan may be performing. These obligations are characterized by the distinct possibility that a loss may be incurred if these weaknesses are not corrected and repayment may be dependent upon collateral liquidation or secondary source of repayment. This grade includes "Doubtful" loans under regulatory guidelines. Such loans are placed on nonaccrual status and repayment may be dependent upon collateral with no readily determinable valuation or valuations that are highly subjective in nature. Repayment for these loans is considered improbable based on currently existing facts and circumstances. This grade includes "Loss" loans under regulatory guidelines. Loss loans are charged- off or written down when repayment is not expected. In connection with the review of the loan portfolio, the Company considers risk elements attributable to particular loan types or categories in assessing the quality of individual loans. The list of loans to be reviewed for possible individual evaluation consists of nonaccrual commercial loans over $100,000 with direct exposure, unsecured loans over 90 days past due, commercial loans classified substandard or worse over $100,000 with direct exposure, TDRs, consumer loans greater than $100,000 with a FICO score under 625, loans greater than $100,000 in which the borrower has filed bankruptcy, and all loans 180 days or more past due. Loans under $50,000 will be evaluated collectively in designated pools unless a loss exposure has been identified. Some additional risk elements considered by loan type include: • • • for commercial real estate loans, the debt service coverage ratio, operating results of the owner in the case of owner-occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type; for construction, land and land development loans, the perceived feasibility of the project, including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio; 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 98 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements • for commercial and industrial loans, the debt service coverage ratio (income from the business in excess of operating expenses compared to loan repayment requirements), the operating results of the commercial, industrial or professional enterprise, the borrower's business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral. 99 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements The following table reflects recorded investments in loans by credit quality indicator and origination year at December 31, 2021, excluding loans held for sale and loans accounted for at fair value. The Company had an immaterial amount of revolving loans converted to term loans at December 31, 2021. Term Loans Amortized Cost Basis by Origination Year 2021 2020 2019 2018 2017 Prior Revolving Loans Amortized Cost Basis Total $ 556,218 $ 369,128 $ 278,045 $ 236,543 $ 111,308 $ 86,498 $ 22,904 $ 1,660,644 — 2,045 — 625 — 772 8,392 2,456 15,828 — 299 2,288 — 163 24,220 8,648 Commercial real estate: Pass Special mention Classified Total commercial real estate loans $ 558,263 $ 369,753 $ 278,817 $ 247,391 $ 127,435 $ 88,786 $ 23,067 $ 1,693,512 Current period gross charge-offs Current period gross recoveries Current period net charge-offs (recoveries) $ $ — $ — $ — $ 120 $ 24 $ 26 $ — $ — — — 48 3 14 — — $ — $ — $ 72 $ 21 $ 12 $ — $ 170 65 105 Construction/land/land development: Pass Special mention Classified $ 256,212 $ 102,459 $ 85,442 $ 32,128 $ 5,422 $ 553 $ 30,729 $ 512,945 — 443 — 297 8,126 — 272 1,677 1,003 158 — — — 5,162 9,129 8,009 Total construction/land/land development loans $ 256,655 $ 102,756 $ 93,840 $ 33,805 $ 6,583 $ 553 $ 35,891 $ 530,083 Current period gross charge-offs Current period gross recoveries Current period net charge-offs (recoveries) $ $ — $ — $ — $ — $ — $ — $ — $ — — — — — — — — $ — $ — $ — $ — $ — $ — $ — — — Residential real estate: Pass Special mention Classified $ 313,898 $ 252,115 $ 109,564 $ 52,515 $ 45,042 $ 59,690 $ 60,342 $ 893,166 — 1,398 174 191 — 421 2,393 2,848 477 1,819 — 6,606 — 246 1,072 15,501 Total residential real estate loans $ 315,296 $ 252,480 $ 111,957 $ 55,784 $ 47,338 $ 66,296 $ 60,588 $ 909,739 Current period gross charge-offs Current period gross recoveries Current period net charge-offs (recoveries) $ $ — $ 7 $ 61 $ — $ — $ 10 $ — $ — 21 19 — 25 52 — 78 117 — $ (14) $ 42 $ — $ (25) $ (42) $ — $ (39) 100 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Term Loans Amortized Cost Basis by Origination Year 2021 2020 2019 2018 2017 Prior Revolving Loans Amortized Cost Basis Total (Dollars in thousands) Commercial and industrial: Pass Special mention Classified $ 448,377 $ 164,910 $ 93,488 $ 64,791 $ 14,742 $ 24,014 $ 599,144 $ 1,409,466 259 14,378 2,170 167 — 2,978 1,519 3,849 — — 3,849 3,008 3,752 8,840 7,700 37,069 Total commercial and industrial loans $ 463,014 $ 167,247 $ 96,466 $ 70,159 $ 18,591 $ 27,022 $ 611,736 $ 1,454,235 Current period gross charge-offs Current period gross recoveries Current period net charge-offs (recoveries) Mortgage Warehouse Lines of Credit: Pass Current period gross charge-offs Current period gross recoveries Current period net charge-offs (recoveries) $ $ $ $ $ 9 $ 1,172 $ 54 $ 5 $ 1,467 $ 6,354 $ 2,862 $ 11,923 — 18 51 3 102 204 339 717 9 $ 1,154 $ 3 $ 2 $ 1,365 $ 6,150 $ 2,523 $ 11,206 — $ — $ — $ — $ — $ — $ 627,078 $ 627,078 — $ — $ — $ — $ — $ — $ — $ — — — — — — — — $ — $ — $ — $ — $ — $ — $ — — — Consumer: Pass Classified $ 6,976 $ 2,169 $ 1,467 $ 443 $ 55 $ 67 $ 5,407 $ 16,584 Total consumer loans Current period gross charge-offs Current period gross recoveries Current period net charge-offs (recoveries) $ $ $ 26 21 1 — — 1 51 100 7,002 $ 2,190 $ 1,468 $ 443 $ 55 $ 68 $ 5,458 $ 16,684 — $ 5 $ 29 $ 2 $ — $ 9 $ 18 $ — — 20 7 1 17 4 — $ 5 $ 9 $ (5) $ (1) $ (8) $ 14 $ 63 49 14 The following table reflects recorded investments in loans by credit quality indicator and origination year at December 31, 2020, excluding loans held for sale and loans accounted for at fair value. The Company had an immaterial amount of revolving loans converted to term loans at December 31, 2020. (Dollars in thousands) Commercial real estate:(1) Pass Special mention Classified Term Loans Amortized Cost Basis by Origination Year 2020 2019 2018 2017 2016 Prior Revolving Loans Amortized Cost Basis Total $ 393,317 $ 290,394 $ 312,051 $ 154,445 $ 46,132 $ 106,994 $ 18,419 $ 1,321,752 824 2,806 113 1,678 2,410 6,704 20,691 — 6,586 1,476 1,656 1,093 2,145 994 27,839 21,337 Total commercial real estate loans $ 396,947 $ 292,185 $ 321,165 $ 181,722 $ 47,608 $ 109,743 $ 21,558 $ 1,370,928 Current period gross charge-offs $ — $ — $ — $ 3,622 $ 199 $ 1,103 $ — $ 4,924 Current period gross recoveries — — — — — 19 — 19 Current period net charge-offs (recoveries) (1) 4,905 Excludes $17.0 million of commercial real estate loans at fair value at December 31, 2020, which are not included in the loss estimation methodology due to the fair value option election. — $ 3,622 $ 1,084 $ 199 $ — $ — $ — $ $ 101 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Term Loans Amortized Cost Basis by Origination Year (Dollars in thousands) 2020 2019 2018 2017 2016 Prior Revolving Loans Amortized Cost Basis Total Construction/land/land development: Pass Special mention Classified $ 189,311 $ 150,281 $ 138,000 $ 12,907 $ 1,812 $ 1,157 $ 18,892 $ 512,360 323 — 10,421 1,811 135 726 1,003 1,507 — 143 — 168 — 11,882 3,263 7,618 Total construction/land/land development loans $ 189,634 $ 162,513 $ 138,861 $ 15,417 $ 1,955 $ 1,325 $ 22,155 $ 531,860 Current period gross charge-offs Current period gross recoveries Current period net charge-offs (recoveries) $ $ — $ — $ — $ — $ — $ — $ — $ — — — — — 1 — — $ — $ — $ — $ — $ (1) $ — $ — 1 (1) Residential real estate: Pass Special mention Classified $ 367,652 $ 143,368 $ 103,450 $ 102,272 $ 41,522 $ 50,094 $ 53,854 $ 862,212 188 1,857 — 29 1,875 2,403 2,982 511 9,287 1,344 803 1,533 — 96 12,182 10,726 Total residential real estate loans $ 369,697 $ 145,771 $ 106,461 $ 104,658 $ 52,153 $ 52,430 $ 53,950 $ 885,120 Current period gross charge-offs Current period gross recoveries Current period net charge-offs (recoveries) $ $ 94 $ 271 $ — $ 283 $ — $ 44 $ — $ — — — — — 202 — 94 $ 271 $ — $ 283 $ — $ (158) $ — $ 692 202 490 Commercial and industrial: Pass Special mention Classified $ 851,780 $ 153,722 $ 110,092 $ 29,413 $ 9,927 $ 26,964 $ 511,220 $ 1,693,118 4,860 5,436 2,059 26,438 423 — 14,843 12,250 5,859 5,450 5,950 6,707 8,077 26,392 56,700 68,044 Total commercial and industrial loans $ 862,076 $ 168,031 $ 142,389 $ 35,286 $ 15,877 $ 48,514 $ 545,689 $ 1,817,862 Current period gross charge-offs $ 189 $ 204 $ 87 $ 121 $ 3,228 $ 469 $ 2,404 $ 6,702 Current period gross recoveries — 42 20 81 185 112 582 1,022 Current period net charge-offs (recoveries) $ 189 $ 162 $ 67 $ 40 $ 3,043 $ 357 $ 1,822 $ 5,680 Mortgage Warehouse Lines of Credit: Pass Current period gross charge-offs Current period gross recoveries Current period net charge-offs (recoveries) $ $ $ — $ — $ — $ — $ — $ — $ 1,084,001 $ 1,084,001 — $ — $ — $ — $ — $ — $ — $ — — — — — — — — $ — $ — $ — $ — $ — $ — $ — — — Consumer: Pass Classified Total consumer loans Current period gross charge-offs Current period gross recoveries Current period net charge-offs (recoveries) $ $ $ $ 6,702 $ 3,318 $ 1,578 $ 203 $ 116 $ 83 $ 5,935 $ 17,935 28 8 — — 6 1 13 56 6,730 $ 3,326 $ 1,578 $ 203 $ 122 $ 84 $ 5,948 $ 17,991 — $ 39 $ 23 $ 8 $ — $ 4 $ 2 $ — — 1 7 5 7 4 — $ 39 $ 22 $ 1 $ (5) $ (3) $ (2) $ 76 24 52 102 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements The following tables present the Company's loan portfolio aging analysis at the dates indicated: December 31, 2021 30-59 Days Past Due 60-89 Days Past Due Loans Past Due 90 Days or More Total Past Due Current Loans Total Loans Receivable Accruing Loans 90 or More Days Past Due $ 22 $ — $ 197 $ 219 $ 1,693,293 $ 1,693,512 $ — 2,245 2,267 77 — 90 129 352 481 1,172 — — 52 10,331 10,580 10,927 — 21 181 12,928 529,902 896,811 530,083 909,739 13,328 3,120,006 3,133,334 12,176 1,442,059 1,454,235 — 111 627,078 627,078 16,573 16,684 $ 2,434 $ 1,653 $ 21,528 $ 25,615 $ 5,205,716 $ 5,231,331 $ — — — — — — — — December 31, 2020 30-59 Days Past Due 60-89 Days Past Due Loans Past Due 90 Days or More Total Past Due Current Loans Total Loans Receivable Accruing Loans 90 or More Days Past Due $ 1,072 $ — $ 3,172 $ 4,244 $ 1,383,695 $ 1,387,939 $ 369 3,774 5,215 703 — 113 1 134 135 2,328 364 5,864 2,698 4,272 529,162 880,848 531,860 885,120 11,214 2,793,705 2,804,919 1,097 12,625 14,425 1,803,437 1,817,862 — 9 — 2 — 1,084,001 1,084,001 124 17,867 17,991 $ 6,031 $ 1,241 $ 18,491 $ 25,763 $ 5,699,010 $ 5,724,773 $ — — — — — — — — (Dollars in thousands) Loans secured by real estate: Commercial real estate Construction/land/land development Residential real estate Total real estate Commercial and industrial Mortgage warehouse lines of credit Consumer Total LHFI (Dollars in thousands) Loans secured by real estate: Commercial real estate (1) Construction/land/land development Residential real estate Total real estate Commercial and industrial Mortgage warehouse lines of credit Consumer Total LHFI ____________________________ (1) Includes $17.0 million of commercial real estate loans at fair value. 103 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements The following tables detail activity in the allowance for loan credit losses by portfolio segment. Accrued interest of $15.9 million and $20.3 million was not included in the book value for the purposes of calculating the allowance at December 31, 2021, and December 31, 2020, respectively. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. Year Ended December 31, 2021 (Dollars in thousands) Loans secured by real estate: Beginning Balance Charge- offs Recoveries Provision(1) Ending Balance Average Balance Net Charge- offs to Loan Average Balance Commercial real estate $ 15,430 $ 170 $ 65 $ (1,900) $ 13,425 $ 1,501,890 0.01 % Construction/land/land development Residential real estate 8,191 9,418 — 78 Commercial and industrial 51,857 11,923 Mortgage warehouse lines of 856 918 — 63 credit Consumer Total — 117 717 — 49 (4,180) (3,341) (505) (516) (356) 4,011 6,116 528,618 916,039 40,146 1,627,077 340 548 753,588 16,764 — — 0.69 — 0.08 0.21 $ 86,670 $ 12,234 $ 948 $ (10,798) $ 64,586 $ 5,343,976 (1) The $10.8 million provision for credit losses net benefit on the consolidated statements of income includes a $10.8 million provision for loan losses net benefit, a $68,000 provision for off-balance sheet commitments net benefit and a $101,000 provision for held to maturity securities credit losses for the year ended December 31, 2021. Year Ended December 31, 2020 Beginning Balance Impact of Adopting ASC 326 Charge- offs Recoveries Provision(1) Ending Balance Average Balance Net Charge- offs to Loan Average Balance (Dollars in thousands) Loans secured by real estate: Commercial real estate $ 10,013 $ (5,052) $ 4,924 $ 19 $ 15,374 $ 15,430 $ 1,322,477 0.37 % Construction/land/land development Residential real estate Commercial and industrial Mortgage warehouse lines of credit Consumer Total 3,711 6,332 1,141 (2,526) — 692 1 202 3,338 6,102 8,191 9,418 554,038 769,838 — 0.06 16,960 7,296 6,702 1,022 33,281 51,857 1,710,648 0.33 262 242 29 360 — 76 — 24 565 368 856 918 574,837 18,707 $ 37,520 $ 1,248 $ 12,394 $ 1,268 $ 59,028 $ 86,670 $ 4,950,545 — 0.28 0.22 (1) The $59.9 million provision for credit losses on the consolidated statements of income includes a $59.0 million net loan loss provision, a $902,000 provision for off-balance sheet commitments and a $30,000 provision benefit for held to maturity securities credit losses for the year ended December 31, 2020. 104 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Year Ended December 31, 2019 (Dollars in thousands) Loans secured by real estate: Beginning Balance Charge- offs Recoveries Provision(1) Ending Balance Average Balance Net Charge- offs to Loan Average Balance Commercial real estate $ 8,999 $ 1,420 $ 341 $ 2,093 $ 10,013 $ 1,247,941 0.09 % Construction/land/land development Residential real estate Commercial and industrial Mortgage warehouse lines of credit Consumer Total 3,331 5,705 15,616 316 236 38 265 8,231 29 148 40 185 3,627 — 48 378 707 3,711 6,332 505,795 661,581 5,948 16,960 1,324,002 (25) 106 262 242 212,733 20,809 $ 34,203 $ 10,131 $ 4,241 $ 9,207 $ 37,520 $ 3,972,861 — 0.01 0.35 0.01 0.48 0.15 (1) The $9.6 million provision for credit losses on the consolidated statements of income includes a $9.2 million net loan loss provision, a $361,000 provision for off-balance sheet commitments for the year ended December 31, 2019. The decrease in provision expense compared to the year ended December 31, 2020, was primarily due to improvement in forecasted economic conditions during the year ended December 31, 2021, as compared to continuing uncertainty related to ongoing economic impact and duration of the COVID-19 pandemic during the year ended December 31, 2020. The Company's credit quality profile in relation to the allowance for loan credit losses drove a decline of $25.1 million in the collectively evaluated portion of the reserve during the year ended December 31, 2021, of which a $19.6 million decrease was related to qualitative factor changes across the Company's risk pools for the year ended December 31, 2021. These declines were partially offset by an increase in certain specific loan reserves, at December 31, 2021. The provision for loan credit losses for the year ended December 31, 2020, was driven by the continuing uncertainty related to the ongoing economic impact and duration of the COVID-19 pandemic. Based upon the requirements of CECL, economic forecasts are essential for estimating the life of loan losses. The increased risk, as reflected in current and forecast adjustments, resulted in approximately $39.8 million in provision expense in total collective reserves, of which $27.5 million was related to qualitative factor changes, across the Company’s risk pools for the year ended December 31, 2020. An additional $8.1 million in provision expense was due to the current and forecast effects of individually evaluated loans. There were four significant loan charge-offs during year ended December 31, 2020, totaling $6.6 million, reflecting two loan relationships. The following tables show the recorded investment in loans by loss estimation methodology, excluding loans for which the fair value option was elected at December 31, 2020. There were no LHFI for which the fair value option was elected at December 31, 2021. (Dollars in thousands) Loans secured by real estate: Commercial real estate Construction/land/land development Residential real estate Commercial and industrial Mortgage warehouse lines of credit Consumer Total Collectively Evaluated December 31, 2021 Individually Evaluated Probability of Default Fair Value of Collateral Discounted Cash Flow Total $ 1,691,269 $ 166 $ 2,077 $ 1,693,512 529,789 898,456 1,441,204 627,078 16,682 — 8,150 8,547 — 2 294 3,133 4,484 — — 530,083 909,739 1,454,235 627,078 16,684 $ 5,204,478 $ 16,865 $ 9,988 $ 5,231,331 105 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements (Dollars in thousands) Loans secured by real estate: Commercial real estate(1) Construction/land/land development Residential real estate Commercial and industrial Mortgage warehouse lines of credit Consumer Total Collectively Evaluated December 31, 2020 Individually Evaluated Probability of Default Fair Value of Collateral Discounted Cash Flow Total $ 1,365,284 $ 3,173 $ 2,471 $ 1,370,928 528,894 879,015 1,804,049 1,084,001 17,991 2,621 2,009 3,152 — — 345 4,096 10,661 — — 531,860 885,120 1,817,862 1,084,001 17,991 $ 5,679,234 $ 10,955 $ 17,573 $ 5,707,762 ____________________________ (1) Excludes $17.0 million of commercial real estate loans at fair value, which are not included in the loss estimation methodology due to the fair value option election. The following tables show the allowance for loan credit losses by loss estimation methodology at December 31, 2021, and December 31, 2020. (Dollars in thousands) Loans secured by real estate: Commercial real estate Construction/land/land development Residential real estate Commercial and industrial Mortgage warehouse lines of credit Consumer Total (Dollars in thousands) Loans secured by real estate: Commercial real estate Construction/land/land development Residential real estate Commercial and industrial Mortgage warehouse lines of credit Consumer Total Collectively Evaluated December 31, 2021 Individually Evaluated Probability of Default Fair Value of Collateral Discounted Cash Flow Total $ 13,416 $ — $ 9 $ 3,997 5,017 29,995 340 546 — 19 6,680 — 2 14 1,080 3,471 — — 13,425 4,011 6,116 40,146 340 548 $ 53,311 $ 6,701 $ 4,574 $ 64,586 Collectively Evaluated December 31, 2020 Individually Evaluated Probability of Default Fair Value of Collateral Discounted Cash Flow Total $ 14,896 $ 525 $ 9 $ 8,062 8,983 44,714 856 918 128 — 1,707 — — 1 435 5,436 — — 15,430 8,191 9,418 51,857 856 918 $ 78,429 $ 2,360 $ 5,881 $ 86,670 Note that the Company is not using the collateral maintenance agreement practical expedient. The fair value of equipment collateral that secures commercial and industrial loans is estimated by third-party valuation experts. 106 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Collateral-dependent loans consist primarily of commercial real estate and commercial and industrial loans. These loans are individually evaluated when foreclosure is probable or when the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral. Loan balances are charged down to the underlying collateral value when they are deemed uncollectible. Nonaccrual LHFI were as follows: (Dollars in thousands) Loans secured by real estate: Commercial real estate Construction/land/land development Residential real estate Total real estate Commercial and industrial Consumer Nonaccrual With No Allowance for Credit Loss Nonaccrual December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 $ 453 $ 1,053 $ 512 $ 52 7,684 8,189 58 — 1,319 2,436 4,808 82 — 338 11,647 12,497 12,306 100 3,704 2,962 6,530 13,196 12,897 56 26,149 Total nonaccrual loans $ 8,247 $ 4,890 $ 24,903 $ All interest accrued but not received for loans placed on nonaccrual status is reversed against interest income. Subsequent receipts on nonaccrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. At December 31, 2021, the Company had no funding commitments for which the terms have been modified in TDRs. For the years ended December 31, 2021, 2020 and 2019, gross interest income that would have been recorded had the nonaccruing loans been current in accordance with their original terms was $1.9 million, $1.5 million and $1.5 million, respectively. No interest income was recorded on these loans while they were considered nonaccrual during the years ended December 31, 2021, 2020 and 2019. The Company elects the fair value option for recording residential mortgage loans held for sale, as well as for certain commercial real estate loans at December 31, 2020, in accordance with U.S. GAAP. The Company had $1.8 million of nonaccrual mortgage loans held for sale that were recorded using the fair value option election at December 31, 2021, compared to $681,000 at December 31, 2020. There were no LHFI that were recorded using the fair value option election at December 31, 2021. Loans classified as TDRs, excluding the impact of forbearances granted due to COVID-19, were as follows: (Dollars in thousands) TDRs Nonaccrual TDRs Performing TDRs Total December 31, 2021 December 31, 2020 $ $ 4,064 $ 2,763 6,827 $ 5,671 3,314 8,985 The tables below summarize loans classified as TDRs by loan and concession type during the dates indicated. (Dollars in thousands) Residential real estate Commercial and industrial Total Year Ended December 31, 2021 Number of Loans Restructured Pre- Modification Recorded Balance Term Concessions Interest Rate Concessions Combination of Term and Rate Concessions Total Modifications 1 $ 1 2 $ 31 $ 100 131 $ 107 26 $ 100 126 $ — $ — — $ — $ — — $ 26 100 126 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Year Ended December 31, 2020 Number of Loans Restructured Pre- Modification Recorded Balance Term Concessions Interest Rate Concessions Combination of Term and Rate Concessions Total Modifications 2 $ 1,696 $ 1,694 $ — $ — $ 5 7 5 1 1,212 2,908 217 2 — 1,694 193 — 177 177 — — 877 877 — 2 1,694 1,054 2,748 193 2 13 $ 3,127 $ 1,887 $ 177 $ 879 $ 2,943 Year Ended December 31, 2019 Number of Loans Restructured Pre- Modification Recorded Balance Term Concessions Interest Rate Concessions Combination of Term and Rate Concessions Total Modifications 1 $ 361 $ — $ — $ 343 $ 2 3 5 1 2,516 2,877 1,314 11 — — 852 9 — — — — 2,410 2,753 — — 343 2,410 2,753 852 9 9 $ 4,202 $ 861 $ — $ 2,753 $ 3,614 (Dollars in thousands) Loans secured by real estate: Commercial real estate Residential real estate Total real estate Commercial and industrial Consumer Total (Dollars in thousands) Loans secured by real estate: Construction/land/land development Residential real estate Total real estate Commercial and industrial Consumer Total During the year ended December 31, 2021, one loan with an outstanding principal balance of $9,000 defaulted after having been modified as a TDR within the previous 12 months. During the year ended December 31, 2020, no loans defaulted after having been modified as a TDR within the previous 12 months. During the year ended December 31, 2019, two loans with an outstanding principal balance of $117,000 defaulted after having been modified as a TDR within the previous 12 months. A payment default is defined as a loan that was 90 or more days past due. The modifications made during the year ended December 31, 2021, did not significantly impact the Company's determination of the allowance for loan credit losses. The Company monitors the performance of the modified loans to their restructured terms on an ongoing basis. In the event of a subsequent default, the allowance for loan credit losses continues to be reassessed on the basis of an individual evaluation of each loan. Note 5 - Fair Value of Financial Instruments Fair value is the exchange price that is expected to be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Certain assets and liabilities are recorded in the Company's consolidated financial statements at fair value. Some are recorded on a recurring basis and some on a non-recurring basis. The Company utilizes fair value measurement to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The determination of fair values of financial instruments often requires the use of estimates. In cases where quoted market values in an active market are not available, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach to estimate the fair values of its financial instruments. Such valuation techniques are consistently applied. A hierarchy for fair value has been established, which categorizes the valuation techniques into three levels used to measure fair value. The three levels are as follows: Level 1 - Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities. 108 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Level 2 - Fair value is based on significant other observable inputs that are generally determined based on a single price for each financial instrument provided to the Company by an unrelated third-party pricing service and is based on one or more of the following: • • • • Quoted prices for similar, but not identical, assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in markets that are not active; Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and Other inputs derived from or corroborated by observable market inputs. Level 3 - Prices or valuation techniques that require inputs that are both significant and unobservable in the market. These instruments are valued using the best information available, some of which is internally developed, and reflects the Company's own assumptions about the risk premiums that market participants would generally require and the assumptions they would use. There were no transfers between fair value reporting levels for any period presented. Fair Values of Assets and Liabilities Recorded on a Recurring Basis The following tables summarize financial assets and financial liabilities recorded at fair value on a recurring basis at December 31, 2021 and 2020, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value. There were no changes in the valuation techniques during 2021 or 2020. Securities available for sale 92,245 1,371,022 (Dollars in thousands) State and municipal securities Corporate bonds U.S. treasury securities U.S. government agency securities Commercial mortgage-backed securities Residential mortgage-backed securities Commercial collateralized mortgage obligations Residential collateralized mortgage obligations Asset-backed securities Securities carried at fair value through income Loans held for sale Mortgage servicing rights Other assets - derivatives Total recurring fair value measurements - assets Other liabilities - derivatives Total recurring fair value measurements - liabilities $ $ $ December 31, 2021 Level 1 Level 2 Level 3 Total $ — $ 364,357 $ 41,461 $ 405,818 — 92,245 — — — — — — 82,734 — 5,413 64,243 557,801 19,672 193,740 83,062 — — — — — 37,032 — 11,459 — — — — — — — — 41,461 7,497 — 16,220 — 82,734 92,245 5,413 64,243 557,801 19,672 193,740 83,062 1,504,728 7,497 37,032 16,220 11,459 92,245 $ 1,419,513 $ 65,178 $ 1,576,936 — $ — $ (11,494) $ (11,494) $ — $ — $ (11,494) (11,494) 109 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements (Dollars in thousands) State and municipal securities Corporate bonds U.S. government agency securities Commercial mortgage-backed securities Residential mortgage-backed securities Residential collateralized mortgage obligations Asset-backed securities Securities available for sale Securities carried at fair value through income Loans held for sale Loans at fair value Mortgage servicing rights Other assets - derivatives Level 1 Level 2 Level 3 Total December 31, 2020 $ — $ 398,120 $ 44,065 $ — — — — — — — — — — — — 65,938 849 11,080 214,951 195,343 74,328 960,609 — 136,026 — — 23,694 — — — — — — 44,065 11,554 — 17,011 13,660 — 442,185 65,938 849 11,080 214,951 195,343 74,328 1,004,674 11,554 136,026 17,011 13,660 23,694 Total recurring fair value measurements - assets Other liabilities - derivatives Total recurring fair value measurements - liabilities $ $ $ — $ 1,120,329 $ 86,290 $ 1,206,619 — $ — $ (23,020) $ (23,020) $ — $ — $ (23,020) (23,020) 110 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2021 and 2020, are summarized as follows: (Dollars in thousands) Loans at Fair Value MSRs Securities Available for Sale Securities at Fair Value Through Income Balance at January 1, 2021 $ 17,011 $ 13,660 $ 44,065 $ 11,554 Gain (loss) recognized in earnings: Mortgage banking revenue(1) Other noninterest income Loss recognized in AOCI Purchases, issuances, sales and settlements: Originations Purchases Sales Settlements $ $ Balance at December 31, 2021 Balance at January 1, 2020 Gain (loss) recognized in earnings: Mortgage banking revenue(1) Other noninterest income Gain recognized in AOCI Purchases, issuances, sales and settlements: Originations Purchases Sales Settlements — (251) — — — — (16,760) (2,593) — — 5,153 — — — — $ 16,220 $ — — (1,263) — 1,000 — (2,341) 41,461 $ — (814) — — — — (3,243) 7,497 17,670 $ 20,697 $ 38,173 $ 11,513 — (53) — — — — (606) (12,746) — — 5,709 — — — — — 1,575 — 6,478 (140) — 493 — — — — (2,021) 44,065 $ (452) 11,554 Balance at December 31, 2020 $ 17,011 $ 13,660 $ ____________________________ (1) Total mortgage banking revenue includes changes in fair value due to market changes and run-off. The Company obtains fair value measurements for loans at fair value, securities available for sale and securities at fair value through income from an independent pricing service; therefore, quantitative unobservable inputs are unknown. The following methodologies were used to measure the fair value of financial assets and liabilities valued on a recurring basis: Securities Available for Sale Securities classified as available for sale are reported at fair value utilizing Level 1, Level 2 or Level 3 inputs. For Level 1 securities, the Company obtains the fair value measurements for those identical assets from an independent pricing service. For Level 2 securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, market consensus prepayment speeds, credit information and the security's terms and conditions, among other things. In order to ensure the fair values are consistent with ASC 820, Fair Value Measurements and Disclosures, the Company periodically checks the fair value by comparing them to other pricing sources, such as Bloomberg LP. The third-party pricing service is subject to an annual review of internal controls in accordance with the Statement on Standards for Attestation Engagements No. 16, which was made available to the Company. In certain cases where Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. 111 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Mortgage Servicing Rights ("MSRs") The carrying amounts of the MSRs equal fair value and are valued using a discounted cash flow valuation technique. The significant assumptions used to value MSRs were as follows: Prepayment speeds Discount rates December 31, 2021 December 31, 2020 Range Weighted Average(1) Range Weighted Average(1) 9.10% - 36.51% 15.63 % 11.82% - 37.95% 8.89 - 10.39 9.32 7.83 - 9.09 22.08 % 8.27 __________________________ (1) The weighted average was calculated with reference to the principal balance of the underlying mortgages. In recent years, there have been significant market-driven fluctuations in the assumptions listed above. Loans with higher average coupon rates have a greater likelihood of prepayment during comparatively low interest rate environments, while loans with lower average coupon rates have a lower likelihood of prepayment. The increase in rates since the year ended December 31, 2020, has caused a decrease in our weighted average prepayment speed and an increase in our discount rate assumptions used in the MSR valuation. These fluctuations can be rapid and may continue to be significant. Therefore, estimating these assumptions within ranges that market participants would use in determining the fair value of MSRs requires significant management judgment. Derivatives Fair values for interest rate swap agreements are based upon the amounts that would be required to settle the contracts. Fair values for derivative loan commitments and forward loan sale commitments are based on fair values of the underlying mortgage loans and the probability of such commitments being exercised. Significant management judgment and estimation is required in determining these fair value measurements. Fair Values of Assets Recorded on a Recurring Basis for which the Fair Value Option has been Elected Certain assets are measured at fair value on a recurring basis due to the Company's election to adopt fair value accounting treatment for those assets. This election allows for a more effective offset of the changes in fair values of the assets and the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting under ASC Topic 815, Derivatives and Hedging. For assets for which the fair value has been elected, the earned current contractual interest payment is recognized in interest income, loan origination costs and fees on fair value option loans are recognized in earnings as incurred and not deferred. At December 31, 2021, and December 31, 2020, there were no gains or losses recorded attributable to changes in instrument-specific credit risk. The following tables summarize the difference between the fair value and the unpaid principal balance for financial instruments for which the fair value option has been elected: (Dollars in thousands) Loans held for sale(1) Securities carried at fair value through income Total December 31, 2021 Aggregate Fair Value Aggregate Unpaid Principal Balance Difference $ $ 37,032 $ 36,072 $ 7,497 7,375 44,529 $ 43,447 $ 960 122 1,082 ____________________________ (1) $1.8 million of loans held for sale were designated as nonaccrual or 90 days or more past due at December 31, 2021. Of this balance, $1.2 million was guaranteed by U.S. Government agencies. 112 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements (Dollars in thousands) Loans held for sale(1) Commercial real estate LHFI(2) Securities carried at fair value through income Total December 31, 2020 Aggregate Fair Value Aggregate Unpaid Principal Balance Difference $ $ 136,026 $ 129,955 $ 17,011 11,554 16,760 10,618 164,591 $ 157,333 $ 6,071 251 936 7,258 ____________________________ (1) (2) $681,000 of loans held for sale were designated as nonaccrual or 90 days or more past due at December 31, 2020. Of this balance, $473,000 was guaranteed by U.S. Government agencies. There were no commercial real estate loans for which the fair value had been elected that were designated as nonaccrual or 90 days or more past due at December 31, 2020. Changes in the fair value of assets for which the Company elected the fair value option are classified in the consolidated statement of income line items reflected in the following table: (Dollars in thousands) Years Ended December 31, Changes in fair value included in noninterest income: 2021 2020 2019 Mortgage banking revenue (loans held for sale) $ (5,111) $ 5,131 $ Other income: Loans at fair value held for investment Securities carried at fair value through income Total impact on other income Total fair value option impact on noninterest income (1) $ (251) (814) (1,065) (6,176) $ 550 124 586 710 (53) 493 440 5,571 $ 1,260 ____________________________ (1) The fair value option impact on noninterest income is offset by the derivative gain/loss recognized in noninterest income. Please see Note 9 - Mortgage Banking for more detail. The following methodologies were used to measure the fair value of financial assets valued on a recurring basis for which the fair value option was elected: Securities at Fair Value through Income Securities carried at fair value through income are valued using a discounted cash flow with a credit spread applied to each instrument based on the creditworthiness of each issuer. Credit spreads ranged from 83 to 227 basis points at both December 31, 2021 and 2020. The Company believes the fair value approximates an exit price. Loans Held for Sale Fair values for loans held for sale are established using anticipated sale prices for loans allocated to a sale commitment, and those unallocated to a commitment are valued based on the interest rate and term for similar loans allocated. The Company believes the fair value approximates an exit price. LHFI There are no LHFI for which the fair value option had been elected at December 31, 2021. For LHFI for which the fair value option has been elected at December 31, 2020, fair values are calculated using a discounted cash flow model with inputs including observable interest rate curves and unobservable credit adjustment spreads based on credit risk inherent in the loan. Credit spreads ranged from 290 to 413 basis points at December 31, 2020. The Company believes the fair value approximates an exit price. 113 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Fair Value of Assets Recorded on a Nonrecurring Basis Equity Securities without Readily Determinable Fair Values Equity securities without readily determinable fair values totaled $45.2 million and $62.6 million, at December 31, 2021, and December 31, 2020, respectively, and are shown on the face of the consolidated balance sheets. The majority of the Company's equity investments qualify for the practical expedient allowed for equity securities without a readily determinable fair value, such that the Company has elected to carry these securities at cost adjusted for any observable transactions during the period, less any impairment. To date, no impairment has been recorded on the Company's investments in equity securities that do not have readily determinable fair values. Government National Mortgage Association Repurchase Asset The Company recorded $43.4 million and $55.5 million, respectively, at December 31, 2021, and December 31, 2020, for Government National Mortgage Association ("GNMA") repurchase assets included in loans held for sale on the consolidated balance sheets. The assets are valued at the lower of cost or market and, where market is lower than cost, valued using anticipated sale prices for loans allocated to a sale commitment, and those unallocated to a commitment are valued based on the interest rate and term for similar loans allocated. The Company believes the fair value approximates an exit price. Please see Note 9 - Mortgage Banking for more information on the GNMA repurchase asset. Collateral Dependent Loans with Credit Losses Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured to determine if any credit loss exists. Allowable methods for determining the amount of credit loss includes estimating the fair value using the fair value of the collateral for collateral-dependent loans. If the loan is identified as collateral-dependent, the fair value method of measuring the amount of credit loss is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Loans that have experienced a credit loss that are collateral-dependent are classified within Level 3 of the fair value hierarchy when the credit loss is determined using the fair value method. The fair value of loans that have experienced a credit loss with specific allocated losses was approximately $4.8 million and $12.3 million at December 31, 2021, and December 31, 2020, respectively. Non-Financial Assets Foreclosed assets held for sale are the only non-financial assets valued on a non-recurring basis that are initially recorded by the Company at fair value, less estimated costs to sell. At foreclosure, if the fair value, less estimated costs to sell, of the real estate acquired is less than the Company's recorded investment in the related loan, a write-down is recognized through a charge to the allowance for loan credit losses. Additionally, valuations are periodically performed by management, and any subsequent reduction in value is recognized by a charge to income. The carrying value and fair value of foreclosed assets held for sale is estimated using Level 3 inputs based on observable market data and was $1.5 million and $1.6 million at December 31, 2021 and 2020, respectively. At December 31, 2021, the Company had $5.9 million in principal amount of residential mortgage loans in the process of foreclosure. Fair Values of Financial Instruments Not Recorded at Fair Value Loans The estimated fair value approximates carrying value for variable-rate loans that reprice frequently and with no significant change in credit risk. The fair value of fixed rate loans and variable-rate loans which reprice on an infrequent basis is estimated by discounting future cash flows using exit level pricing, which combines the current interest rates at which similar loans with similar terms would be made to borrowers of similar credit quality and an estimated additional rate to reflect a liquidity premium. An overall valuation adjustment is made for specific credit risks as well as general portfolio credit risk. 114 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Deposits The estimated fair value approximates carrying value for demand deposits. The fair value of fixed rate deposit liabilities with defined maturities is estimated by discounting future cash flows using the interest rates currently available for funding from the FHLB. The estimated fair value of deposits does not take into account the value of our long-term relationships with depositors, commonly known as core deposit intangibles, which are separate intangible assets, and not considered financial instruments. Nonetheless, the Company would likely realize a core deposit premium if the deposit portfolio were sold in the principal market for such deposits. Borrowed Funds The estimated fair value approximates carrying value for short-term borrowings. The fair value of long-term fixed rate and fixed-to-floating-rate borrowings is estimated using quoted market prices, if available, or by discounting future cash flows using current interest rates for similar financial instruments. The estimated fair value approximates carrying value for variable-rate junior subordinated debentures that reprice quarterly. The carrying value and estimated fair values of financial instruments not recorded at fair value are as follows: (Dollars in thousands) Financial assets: Level 1 inputs: Cash and cash equivalents Level 2 inputs: December 31, 2021 December 31, 2020 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value $ 705,618 $ 705,618 $ 377,214 $ 377,214 Non-marketable equity securities held in other financial institutions Accrued interest and loan fees receivable 45,192 23,402 45,192 23,402 62,586 27,146 62,586 27,146 Level 3 inputs: Securities held to maturity LHFI, net(1) Financial liabilities: Level 2 inputs: Deposits FHLB advances and other borrowings Subordinated indebtedness Accrued interest payable 22,767 25,117 38,128 41,205 5,166,745 5,133,257 5,621,092 5,802,744 6,570,693 6,572,215 5,751,315 5,756,312 309,801 157,417 2,696 305,374 156,629 2,696 984,608 157,181 3,556 991,943 156,395 3,556 ____________________________ (1) Does not include loans for which the fair value option had been elected at December 31, 2020, as these loans are carried at fair value on a recurring basis. There are no loans for which the fair value option had been elected at December 31, 2021. Note 6 - Premises and Equipment Major classifications of premises and equipment are summarized below: (Dollars in thousands) Land, buildings and improvements Furniture, fixtures and equipment Leasehold improvements Construction in process Total premises and equipment Accumulated depreciation Premises and equipment, net December 31, 2021 2020 $ 87,313 $ 28,454 17,864 1,377 135,008 (54,317) $ 80,691 $ 85,108 28,599 16,715 1,142 131,564 (49,801) 81,763 Depreciation expense for premises and equipment totaled $6.0 million, $5.8 million and $5.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. 115 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Note 7 - Leases The Company leases certain real estate, as well as certain equipment, under non-cancelable operating leases that expire at various dates through 2038. The balance sheet details and components of the Company's lease expense were as follows: (Dollars in thousands) December 31, 2021 December 31, 2020 Operating lease right of use assets (included in Accrued interest receivable and other assets) $ 23,732 $ Operating lease liabilities (included in Accrued expenses and other liabilities) Finance lease liabilities (included in Accrued expenses and other liabilities) Weighted average remaining lease term (years) - operating leases Weighted average discount rate - operating leases 25,691 2,852 9.47 2.89 % 21,667 23,445 3,148 9.22 3.44 % December 31, 2021 Years Ended December 31, 2020 December 31, 2019 (Dollars in thousands) Lease expense: Operating lease expense Other lease expense Total lease expense Right of use assets obtained in exchange for new operating lease liabilities $ $ $ 4,553 $ 4,680 $ 369 4,922 $ 5,776 $ 265 4,945 $ 1,338 $ Maturities of operating lease liabilities at December 31, 2021, were as follows: December 31, 2021 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 and thereafter Total lease payments Less: Imputed interest Total lease obligations $ $ 4,716 245 4,961 1,256 5,035 4,530 3,336 2,666 2,385 11,820 29,772 4,081 25,691 Supplemental cash flow related to leases was as follows: Cash paid for operating leases Note 8 - Goodwill and Other Intangible Assets Year Ended December 31, 2021 December 31, 2020 $ 4,890 $ 4,791 During 2021, the Company recorded goodwill totaling $7.6 million and other intangible assets totaling $14.1 million in connection with the acquisitions of the Lincoln Agency and Pulley-White. There were no changes to the carrying amount of the Company's goodwill during the year ended December 31, 2020. 116 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements The components of the Company's goodwill and other intangible assets are as follows: (Dollars in thousands) December 31, 2021 Goodwill Other intangible assets: Core deposit intangibles Relationship based intangibles Tradename Non-compete Total December 31, 2020 Goodwill Other intangible assets: Core deposit intangibles Relationship based intangibles Tradename Non-compete Total Gross Accumulated Amortization Net $ 34,368 $ — $ 34,368 1,260 19,650 1,004 903 (1,248) (4,421) (186) — 12 15,229 818 903 57,185 $ (5,855) $ 51,330 26,741 $ — $ 26,741 $ $ 1,260 7,304 186 270 (1,192) (3,648) (171) (270) 68 3,656 15 — $ 35,761 $ (5,281) $ 30,480 Amortization expense on other intangible assets totaled $844,000, $1.1 million and $1.3 million for the years ended December 31, 2021, 2020 and 2019, respectively, and was included as a component of other noninterest expense in the consolidated statements of income. Estimated future amortization expense for intangible assets remaining at December 31, 2021, was as follows: (Dollars in thousands) Years Ended December 31, 2022 2023 2024 2025 2026 Thereafter Total $ $ 2,072 1,971 1,610 1,467 1,327 8,515 16,962 117 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Note 9 - Mortgage Banking The following table presents the Company's revenue from mortgage banking operations: (Dollars in thousands) Mortgage banking revenue Origination Gain on sale of loans held for sale Originations of MSRs Servicing Total gross mortgage revenue MSR valuation adjustments, net Mortgage HFS and pipeline fair value adjustment MSR hedge impact Mortgage banking revenue Years Ended December 31, 2021 2020 2019 $ 1,379 $ 1,880 $ 11,862 5,153 5,990 24,384 (2,593) (6,897) (1,967) 13,481 5,709 6,116 27,186 (12,746) 7,351 7,812 $ 12,927 $ 29,603 $ 1,000 4,348 2,595 6,547 14,490 (7,012) 979 3,852 12,309 Management uses mortgage-backed securities to mitigate the impact of changes in fair value of MSRs. See Note 12 - Derivative Financial Instruments for further information. Mortgage Servicing Rights Activity in MSRs was as follows: (Dollars in thousands) Fair Value at Beginning of Period Originations of MSRs MSR valuation adjustments, net Fair Value at End of Period Years Ended December 31, 2021 2020 2019 $ $ 13,660 $ 20,697 $ 5,153 (2,593) 5,709 (12,746) 16,220 $ 13,660 $ 25,114 2,595 (7,012) 20,697 The Company receives annual servicing fee income approximating 0.28% of the outstanding balance of the underlying loans. In connection with the Company's activities as a servicer of mortgage loans, the investors and the securitization trusts have no recourse to the Company's assets for failure of debtors to pay when due. The Company is potentially subject to losses in its loan servicing portfolio due to loan foreclosures. The Company has obligations to either repurchase the outstanding principal balance of a loan or make the purchaser whole for the economic benefits of a loan if it is determined that the loan sold violated representations or warranties made by the Company and/or the borrower at the time of the sale, which the Company refers to as mortgage loan servicing put back expenses. Such representations and warranties typically include those made regarding loans that had missing or insufficient file documentation and/or loans obtained through fraud by borrowers or other third parties. Put back claims may be made until the loan is paid in full. When a put back claim is received, the Company evaluates the claim and takes appropriate actions based on the nature of the claim. The Company is required by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to provide a response to put back claims within 60 days of the date of receipt. At December 31, 2021 and 2020, the reserve for mortgage loan servicing put back expenses totaled $379,000 and $311,000, respectively. There is inherent uncertainty in reasonably estimating the requirement for reserves against future mortgage loan servicing put back expenses. Future put back expenses depend on many subjective factors, including the review procedures of the purchasers and the potential refinance activity on loans sold with servicing released and the subsequent consequences under the representations and warranties. 118 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements GNMA optional repurchase programs allow financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing. At the servicer's option and without GNMA's prior authorization, the servicer may repurchase a delinquent loan for an amount equal to 100% of the remaining principal balance of the loan. This buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When a financial institution is deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be included in the balance sheet as mortgage loans held for sale, regardless of whether the institution intends to exercise the buy- back option. These loans totaled $43.4 million and $55.5 million at December 31, 2021 and 2020, respectively, and were recorded as mortgage loans held for sale, at the lower of cost or fair value with a corresponding liability in FHLB advances and other borrowings on the Company's consolidated balance sheets. Note 10 - Deposits Deposit balances are summarized as follows: (Dollars in thousands) Noninterest-bearing demand Interest bearing demand Money market Time deposits Savings Total December 31, 2021 2020 $ 2,163,507 $ 1,412,089 2,204,109 543,128 247,860 1,607,564 1,478,818 1,794,915 664,766 205,252 $ 6,570,693 $ 5,751,315 Municipal deposits totaled $814.8 million and $689.3 million at December 31, 2021 and 2020, respectively. Included in time deposits at December 31, 2021 and 2020, are $222.7 million and $271.3 million, respectively, of time deposits in denominations of $250,000 or more. Maturities of time deposits, at December 31, 2021, are as follows: (Dollars in thousands) Years Ended December 31, 2022 2023 2024 2025 2026 2027 Total $ $ 427,558 65,602 34,370 7,841 7,246 511 543,128 At December 31, 2021 and 2020, overdrawn deposits of $1.9 million and $462,000, respectively, were reclassified as unsecured loans. 119 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Note 11 - Borrowings Borrowed funds are summarized as follows: (Dollars in thousands) Overnight repurchase agreements with depositors Short-term FHLB advances GNMA repurchase liability Long-term FHLB advances Total FHLB advances and other borrowings Subordinated indebtedness, net December 31, 2021 2020 9,447 $ — 43,355 256,999 309,801 $ 157,417 $ 8,408 650,000 55,485 270,715 984,608 157,181 $ $ $ Additional details of certain FHLB advances are as follows: (Dollars in thousands) At December 31, 2021: Amount Interest Rate Maturity Date Long-term FHLB advance, callable quarterly, fixed rate $ 250,000 1.65 % 8/23/2033 At December 31, 2020: Short-term FHLB advance, fixed rate Long-term FHLB advance, callable quarterly, fixed rate Short-Term Borrowings 650,000 250,000 0.10 1.65 1/4/2021 8/23/2033 The Company had unsecured lines of credit for the purchase of federal funds in the amount of $140.0 million and $190.0 million at December 31, 2021 and 2020, respectively. The Company also had a $75.0 million secured repurchase line of credit at December 31, 2021 and 2020. There were no amounts outstanding on these lines at either date. It is customary for the financial institutions granting the unsecured lines of credit to require a minimum amount of cash be held on deposit at that institution. Amounts required to be held on deposit are typically $250,000 or less, and the Company has complied with all compensating balance requirements to allow utilization of these lines of credit. Securities sold under agreements to repurchase consist of the Company's obligations to other parties and mature on a daily basis. These obligations to other parties carried a daily average interest rate of 0.08% and 0.22% for the years ended December 31, 2021 and 2020, respectively. Long-Term Borrowings Interest rates for FHLB long-term advances outstanding at December 31, 2021, ranged from 1.65% to 4.57%. Interest rates for FHLB long-term advances outstanding at December 31, 2020, ranged from 1.65% to 5.72%. These advances are all fixed rate and are subject to restrictions or penalties in the event of prepayment. Scheduled maturities of long-term advances from the FHLB at December 31, 2021, are as follows: (Dollars in thousands) Years Ended December 31, 2022 2023 2024 2025 2026 Thereafter (1) Total $ $ 258 267 276 285 703 255,210 256,999 __________________________ (1) Includes a FHLB advances totaling $250.0 million callable quarterly with a final maturity in 2033, carrying a rate of 1.65%. 120 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Security for all indebtedness and outstanding commitments to the FHLB consists of a blanket floating lien on all of the Company's first mortgage loans, commercial real estate and other real estate loans, as well as the Company's investment in capital stock of the FHLB and deposit accounts at the FHLB. The net amounts available under the blanket floating lien at December 31, 2021 and 2020, were $982.2 million and $456.9 million, respectively. Additionally, at December 31, 2021 and December 31, 2020, the Company had the availability to borrow $856.8 million and $793.2 million, respectively, from the discount window at the Federal Reserve Bank of Dallas, with $1.09 billion and $999.7 million in commercial and industrial loans pledged as collateral, respectively. There were no borrowings against this line at December 31, 2021 or 2020. Holding Company Line of Credit On October 5, 2018, the Company entered into a Loan Agreement (the "Loan Agreement"), along with certain ancillary instruments, with NexBank SSB ("Lender") pursuant to which the Lender would make one or more revolving credit loans of up to $50 million to the Company, maturing October 5, 2021, which the Company could use for working capital and general corporate purposes. On October 5, 2021, the Company entered into a first amendment to the Loan Agreement extending the maturity to November 5, 2021. On October 29, 2021, the Company entered into a second amendment (the "Amendment") to the Loan Agreement. Pursuant to the Amendment, the loan may not exceed an aggregate principal amount of $100 million, consisting of the $50 million existing loan amount and any one or more potential incremental revolving loan commitments that the Lender may make in its sole discretion, up to an aggregate principal of $50 million, upon the request of the Company. The Lender has no obligation to agree to extend any incremental revolving loan or to increase the loan amount. The principal amounts borrowed under the Loan Agreement bears interest at a variable rate equal to the applicable Term SOFR for the then-current SOFR Interest Period plus 3.35% (as such terms are defined in the Loan Agreement). Pursuant to the Amendment, the line of credit available to the Company expires on October 28, 2022, or such date of the acceleration of the obligation pursuant to the Loan Agreement, as amended, at which time all amounts borrowed, together with applicable interest, fees and other amounts owed by the Company shall be due and payable. The Company may extend the maturity date to a date that is three hundred and sixty-four (364) days after the then-effective maturity date, no more than two times upon (i) delivery of a written request therefor to Lender at least thirty (30) days, but no more than (60) days, prior to the maturity date then in effect; and (ii) receipt by the Lender of a certificate of the Company dated the date of such request. There were no outstanding revolving credit loans under the Loan Agreement at December 31, 2021 or 2020. 121 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Subordinated Indebtedness In February 2020, Origin Bank completed an offering of $70.0 million in aggregate principal amount of 4.25% fixed-to-floating rate subordinated notes due 2030 (the “Notes”) to certain investors in a transaction exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended. The Notes initially bear interest at a fixed annual rate of 4.25%, payable semi-annually in arrears, to but excluding February 15, 2025. From and including February 15, 2025, to but excluding the maturity date or early redemption date, the interest rate will equal the three-month LIBOR rate (provided, that in the event the three-month LIBOR is less than zero, the three-month LIBOR will be deemed to be zero) plus 282 basis points, payable quarterly in arrears, subject to customary fallback provision upon the discontinuation of LIBOR. Origin Bank is entitled to redeem the Notes, in whole or in part, on or after February 15, 2025, and to redeem the Notes at any time in whole upon certain other specified events. The Notes qualify as Tier 2 capital for regulatory capital purposes for Origin Bank. In October 2020, the Company completed of an offering of $80.0 million in aggregate principal amount of 4.50% fixed-to-floating rate subordinated notes due 2030 (the “4.50% Notes”). The 4.50% Notes bear a fixed interest rate of 4.50% payable semi-annually in arrears, to but excluding November 1, 2025. From and including November 1, 2025, to but excluding the maturity date or earlier redemption date, the 4.50% Notes bear a floating interest rate expected to equal the three-month term Secured Overnight Financing Rate plus 432 basis points, payable quarterly in arrears. The Company may redeem the 4.50% Notes at any time upon certain specified events or in whole or in part on or after November 1, 2025. The 4.50% Notes qualify as Tier 2 capital for regulatory capital purposes for the Company and $51.0 million was transferred to Origin Bank during the fourth quarter of 2020, which qualifies as Tier 1 capital for regulatory capital purposes for the Bank. The 4.50% Notes provided net proceeds to the Company of approximately $78.6 million. The Company has two wholly-owned, unconsolidated subsidiary grantor trusts that were established for the purpose of issuing trust preferred securities. The trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in each trust agreement. The trusts used the net proceeds from each of the offerings to purchase a like amount of junior subordinated debentures (the "debentures") of the Company. The debentures are the sole assets of the trusts. The Company's obligations under the debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon maturity of the debentures and can be currently redeemed by the Company in whole or in part, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date. Due to the extended maturity date of the trust preferred securities, they are included in Tier 1 capital for regulatory purposes, subject to certain limitations. The following table is a summary of the terms of the current junior subordinated debentures at December 31, 2021: (Dollars in thousands) Issuance Trust CTB Statutory Trust I First Louisiana Statutory Trust I Issuance Date Maturity Date Amount Outstanding 07/2001 09/2006 07/2031 12/2036 $ $ 6,702 4,124 10,826 Rate Type Variable (1) Variable (2) Current Rate Maximum Rate 3.43 % 2.00 12.50 % 16.00 ____________________________ (1) (2) The trust preferred securities reprice quarterly based on the three-month LIBOR plus 3.30%, with the last reprice date on October 28, 2021. The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.80%, with the last reprice date on December 13, 2021. The balance of the subordinated indebtedness varies from the amounts carried on the consolidated balance sheets due to the remaining purchase discount of $3.4 million and $3.6 million, at December 31, 2021, and December 31, 2020, respectively, which was established at the time of issuance and is being amortized over the remaining life of the securities using the interest method. Note 12 - Derivative Financial Instruments Risk Management Objective of Using Derivatives The Company enters into derivative financial instruments to manage risks related to differences in the amount, timing, and duration of the Company's known or expected cash receipts and its known or expected cash payments, as well as to manage changes in fair values of some assets which are marked at fair value through the consolidated statement of income on a recurring basis. 122 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Cash Flow Hedges of Interest Rate Risk The Company is a party to an interest rate swap agreement under which the Company receives interest at a variable rate and pays at a fixed rate. The derivative instrument represented by this swap agreement is designated as a cash flow hedge of the Company's forecasted variable cash flows under a variable-rate term borrowing agreement. During the term of the swap agreement, the effective portion of changes in the fair value of the derivative instrument are recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the periods that the hedged forecasted variable- rate interest payments affected earnings. There was no ineffective portion of the change in fair value of the derivative recognized directly in earnings. The entire swap fair value will be reclassified into earnings before the expiration date of the swap agreement. Derivatives Not Designated as Hedges Customer interest rate derivative program The Company offers certain derivatives products, primarily interest rate swaps, directly to qualified commercial banking customers to facilitate their risk management strategies. In some instances, the Company acts only as an intermediary, simultaneously entering into offsetting agreements with unrelated financial institutions, thereby mitigating its net risk exposure resulting from such transactions without significantly impacting its results of operations. Because the interest rate derivatives associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer derivatives and any offsetting derivatives are recognized directly in earnings as a component of noninterest income. From time to time, the Company shares in credit risk on interest rate swap arrangements, by entering into risk participation agreements with syndication partners. These are accounted for at fair value and disclosed as risk participation derivatives. Mortgage banking derivatives The Company enters into certain derivative agreements as part of its mortgage banking and related risk management activities. These agreements include interest rate lock commitments on prospective residential mortgage loans and forward commitments to sell these loans to investors on a mandatory delivery basis. The Company also economically hedges the value of MSRs by entering into a series of commitments to purchase mortgage-backed securities in the future. 123 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Fair Values of Derivative Instruments on the Balance Sheet The following tables disclose the fair value of derivative instruments in the Company's balance sheets at December 31, 2021, and December 31, 2020: (Dollars in thousands) Derivatives designated as cash flow hedging instruments: December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Notional Amounts(1) Fair Values 21,000 $ 21,000 $ (103) $ (706) Interest rate swaps included in other liabilities Derivatives not designated as hedging instruments: Interest rate swaps included in other assets $ $ 315,188 $ 326,542 $ 10,417 $ Interest rate swaps included in other liabilities 327,510 347,096 (10,762) Risk participation derivatives included in accrued expenses and other liabilities on the consolidated balance sheets Forward commitments to purchase mortgage-backed securities included in other liabilities Forward commitments to sell residential mortgage loans included in other assets (liabilities) Interest rate-lock commitments on residential mortgage loans included in other assets 63,374 63,374 80,000 107,000 52,000 107,200 (2) (627) 1 36,694 79,554 1,041 $ 874,766 $ 1,030,766 $ 68 $ 20,207 (21,321) (18) (317) (658) 3,487 1,380 ____________________________ (1) Notional or contractual amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the consolidated balance sheets. The weighted-average rates paid and received for interest rate swaps at the dates indicated were as follows: Interest rate swaps: Cash flow hedges Weighted-Average Interest Rate December 31, 2021 December 31, 2020 Paid Received Paid Received 4.81 % 2.89 % 4.81 % 2.94 % Non-hedging interest rate swaps - financial institution counterparties Non-hedging interest rate swaps - customer counterparties 4.32 2.68 2.68 4.33 4.18 2.52 2.48 4.19 Gains and losses recognized on derivative instruments not designated as hedging instruments are as follows: (Dollars in thousands) Derivatives not designated as hedging instruments: Amount of (loss) gain recognized in mortgage banking revenue (1) Amount of gain (loss) recognized in other non-interest income Years Ended December 31, 2021 2020 2019 $ (3,118) $ 4,081 $ 816 (307) 3,079 (530) ____________________________ (1) Gains and losses on these instruments are largely offset by market fluctuations in mortgage servicing rights. See Note 9 - Mortgage Banking for more information on components of mortgage banking revenue. Some interest rate swaps included in other assets were subject to a master netting arrangement with the counterparty in all years presented and could be offset against some amounts included in interest rate swaps included in other liabilities. The Company has chosen not to net these exposures in the consolidated balance sheets, and any impact of netting these amounts would not be significant. At December 31, 2021 and 2020, the Company had cash collateral on deposit with swap counterparties totaling $16.5 million and $22.2 million, respectively. These amounts are included in interest-bearing deposits in banks in the consolidated balance sheets and are considered restricted cash until such time as the underlying swaps are settled. 124 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Note 13 - Stock and Incentive Compensation Plans On April 28, 2021, an employee stock purchase plan ("ESPP") was approved by the Company's stockholders and qualified as an ESPP under IRS guidelines. The ESPP provides for the purchase of up to an aggregate one million shares of the Company's common stock by employees pursuant to the terms of the ESPP. Under the ESPP, employees of the Company who elect to participate have the right to purchase a limited number of shares of the Company's common stock at a 15% discount from the lower of the market value of the common stock at the beginning or the end of each one year offering period, beginning on June 1st. The ESPP benefit is treated as compensation to the employee and the compensation expense will be recognized over the service period based on the fair value of the rights on the grant date, adjusted for forfeitures and certain modifications. There were no shares of common stock issued pursuant to the ESPP during the year ended December 31, 2021. The Company has granted, and currently has outstanding, stock and incentive compensation awards subject to the provisions of the Company's 2012 Stock Incentive Plan (the "2012 Plan"). Additionally, awards have been issued prior to the establishment of the 2012 Plan, some of which were still outstanding at December 31, 2021. The 2012 Plan is designed to provide flexibility to the Company regarding its ability to motivate, attract and retain the services of key officers, employees and directors. The 2012 Plan allows the Company to make grants of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards ("RSA"), restricted stock units ("RSU"), dividend equivalent rights, performance unit awards or any combination thereof. At December 31, 2021, the maximum number of shares of the Company's common stock available for issuance under the 2012 Plan was 664,668 shares. Share-based compensation cost charged to income for the years ended December 31, 2021, 2020 and 2019, is presented below. There was no stock option expense for any of the periods shown. (Dollars in thousands) RSA & RSU ESPP Total stock compensation expense Related tax benefits recognized in net income Restricted Stock Grants Years Ended December 31, 2021 2020 2019 2,100 $ 2,320 $ 195 2,295 $ 482 $ — 2,320 $ 487 $ 2,247 — 2,247 472 $ $ $ The Company's restricted stock grants are time-vested awards and are granted to the Company's Board of Directors, executives and senior management team. The service period in which time-vested awards are earned ranges from one to five years. Time-vested awards are valued utilizing the fair value of the Company's stock at the grant date. These awards are recognized on the straight-line method over the requisite service period, with forfeitures recognized as they occur. The following table summarizes the Company's time-vested award activity: Year Ended December 31, 2021 2020 2019 Weighted Average Grant-Date Fair Value Shares Weighted Average Grant-Date Fair Value Shares Weighted Average Grant-Date Fair Value Shares Nonvested RSA shares, January 1, 103,359 $ Granted RSA Vested RSA Forfeited RSA Nonvested RSA shares, December 31, Nonvested RSU, January 1, Granted RSU Nonvested RSU, December 31 13,460 (67,825) (946) 48,048 — $ 73,977 73,977 31.51 42.26 31.07 24.69 35.27 — 40.64 40.64 125 149,449 $ 30,638 (72,325) (4,403) 103,359 — $ — — 35.15 20.14 33.88 37.11 31.51 — — — 174,407 $ 37,641 (59,344) (3,255) 149,449 — $ — — 35.01 32.77 33.50 30.21 35.15 — — — ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements At December 31, 2021, there was $1.1 million and $2.7 million of total unrecognized compensation cost related to nonvested RSA shares and RSU shares under the 2012 Plan, respectively. Those costs are expected to be recognized over a weighted-average period of 1.2 years and 2.7 years for RSA shares and RSU shares, respectively. Stock Option Grants The Company issued common stock options to select officers and employees primarily through individual agreements. As a result, both incentive and nonqualified stock options have been issued and may be issued in the future. The exercise price of each option varies by agreement and is based on the fair value of the stock at the date of the grant. No outstanding stock option has a term that exceeds twenty years, and all of the outstanding options are fully vested. The Company recognizes compensation cost for stock option grants over the required service period based upon the grant date fair value, which is established using a Black-Scholes valuation model. The Black-Scholes valuation model uses assumptions of risk-free interest rate, expected term of stock options, expected stock price volatility and expected dividends. Forfeitures are recognized as they occur. The table below summarizes the status of the Company's stock options and changes during the years ended December 31, 2021, 2020 and 2019 . (Dollars in thousands, except per share amounts) Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2019 274,000 $ Exercised Outstanding at December 31, 2019 Exercised Outstanding at December 31, 2020 Exercised Outstanding at December 31, 2021 Exercisable at December 31, 2021 Note 14 - Employee Retirement Plan - 401(k) Defined Contribution Retirement Plan (20,000) 254,000 (30,000) 224,000 (184,800) 39,200 39,200 10.38 8.25 10.55 8.25 10.86 10.88 10.73 10.73 6.75 $ — 5.81 — 4.92 — 2.28 2.28 6,493 — 6,932 — 3,789 — 1,262 1,262 The Company maintains the Origin Bancorp, Inc. Employee Retirement Plan (the "Retirement Plan") that is a defined contribution benefit plan, that allows contributions under section 401(k) of the Internal Revenue Code. The Retirement Plan covers substantially all employees who meet certain other requirements and employment classification criteria. Under the provisions of the Retirement Plan, the Company may make discretionary matching contributions on a percentage, not to exceed 6%, of a participant's elective deferrals. Any percentage(s) determined by the Company shall apply to all eligible persons for the entire plan year. Historically, the Company has matched 50% of the first 6% of eligible compensation deferred by a participant. Eligible compensation includes salaries, wages, overtime and bonuses, and excludes expense reimbursements and fringe benefits. In addition, the Company may make additional discretionary contributions out of current or accumulated net profit. Matching contributions are invested as directed by the participant. The total of the Company's contributions may not exceed limitations set forth in the Retirement Plan document or the maximum deductible under the Internal Revenue Code. Although it has not expressed any intention to do so, the Company has the right to terminate the Retirement Plan at any time. The total expense related to the Retirement Plan, including optional contributions, was $2.1 million, $2.0 million and $1.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. 126 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Other Benefit Plans The Company has established non-qualified defined benefit plans for some of its key executives for which deferred compensation liabilities are recorded as a component of accrued expenses and other liabilities in the accompanying consolidated balance sheets. The deferred compensation liability was $10.4 million and $11.3 million at December 31, 2021 and 2020, respectively. The expense recorded for the deferred compensation plan totaled $1.1 million, $1.9 million, and $1.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Note 15 - Income Taxes The provision for income taxes is as follows: (Dollars in thousands) Federal income taxes: Current Deferred State income taxes: Current Deferred Income tax expense Years Ended December 31, 2021 2020 2019 $ 17,022 $ 18,157 $ 6,077 (11,545) 584 202 1,723 (339) $ 23,885 $ 7,996 $ 14,232 (2,513) 1,030 (83) 12,666 A reconciliation of income tax expense at the statutory rate to the Company's actual income tax expense is below: Years Ended December 31, 2021 2020 2019 (Dollars in thousands) Amount % Amount % Amount % Income taxes computed at statutory rate $ 27,811 21.00 % $ 9,314 21.00 % $ 13,975 21.00 % Tax exempt revenue, net of nondeductible interest Low-income housing tax credits, net of amortization Other tax credits, net of add-backs Bank-owned life insurance income State income taxes, net of federal benefit Stock-based compensation Nondeductible expense Other (1,339) (468) (1,218) (170) 662 (1.01) (0.35) (0.92) (0.13) 0.50 (1,272) (0.96) 106 (227) 0.08 (0.17) (878) (511) (1,218) (259) 1,033 181 257 77 (1.98) (1.15) (2.75) (0.58) 2.35 0.41 0.58 0.16 (644) (514) (1,218) (158) 730 (100) 413 182 (0.97) (0.77) (1.83) (0.24) 1.10 (0.15) 0.62 0.27 Total income tax expense $ 23,885 18.04 % $ 7,996 18.04 % $ 12,666 19.03 % 127 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Significant components of deferred tax assets and liabilities are as follows: (Dollars in thousands) Deferred tax assets: Credit loss allowances Deferred compensation and share-based compensation Net operating loss carryforwards Other Gross deferred tax assets Valuation allowance Deferred tax assets net of valuation allowance Deferred tax liabilities: Basis difference in premises and equipment Intangible assets Mortgage servicing rights Other Gross deferred tax liabilities Net deferred tax asset December 31, 2021 2020 $ 14,565 $ 4,795 1,170 278 20,808 (974) 19,834 $ 2,461 $ 127 3,504 1,144 7,236 19,315 4,504 1,240 1,064 26,123 (994) 25,129 3,089 118 2,951 146 6,304 12,598 $ 18,825 $ $ $ At December 31, 2021, the Company has $3.4 million in Federal gross net operating loss carryforwards acquired in previous business combinations expiring between 2022 and 2028, and $15.0 million in state net operating losses expiring between 2022 and 2041. Due to limitations on the amounts of these losses that can be recognized annually, the Company has determined that it is more likely than not that some of these net operating loss carryforwards will expire unused, and has established a $974,000 valuation allowance related to these carryforwards. The Company files a consolidated income tax return in the U.S. federal jurisdiction and various states. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities in these taxing jurisdictions for the years before 2018. Note 16 - Accumulated Other Comprehensive Income Accumulated other comprehensive income ("AOCI") includes the after-tax change in unrealized gains and losses on AFS securities and cash flow hedging activities. (Dollars in thousands) Balance at January 1, 2019 Net change Balance at December 31, 2019 Net change Balance at December 31, 2020 Net change Balance at December 31, 2021 Unrealized Gain (Loss) on AFS Securities Unrealized (Loss) Gain on Cash Flow Hedges Accumulated Other Comprehensive Income $ (2,601) $ 121 $ (2,480) 9,013 6,412 19,794 26,206 (20,397) (200) (79) (478) (557) 477 $ 5,809 $ (80) $ 8,813 6,333 19,316 25,649 (19,920) 5,729 128 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Note 17 - Capital and Regulatory Matters The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. The Company is subject to the Basel III regulatory capital framework ("Basel III Capital Rules"), which includes a 2.5% capital conservation buffer. The capital conservation buffer is designed to absorb losses during periods of economic stress and requires increased capital levels for the purpose of capital distributions and other payments. Failure to meet the full amount of the buffer will result in restrictions on the Company's ability to make capital distributions, which includes dividend payments, and stock repurchases and to pay discretionary bonuses to executive officers. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total, common equity Tier 1 capital, Tier 1 capital, Tier 1 capital, and total capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average total consolidated assets (as defined). Management believes, at December 31, 2021 and 2020, that the Company and the Bank met all capital adequacy requirements to which they are subject, including the capital buffer requirement. At December 31, 2021 and 2020, the Bank's capital ratios exceeded those levels necessary to be categorized as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as "well capitalized," the Bank must maintain minimum total risk-based, common equity Tier 1 capital, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. A final rule adopted by the federal banking agencies in February 2019 provides banking organizations with the option to phase in, over a three-year period, the adverse day-one regulatory capital effects of the adoption of CECL. In addition, on March 27, 2020, the federal banking agencies issued an interim final rule that gives banking organizations that were required to implement CECL before the end of 2020 the option to delay for two years CECL’s adverse effects on regulatory capital. Origin elected to adopt CECL in the first quarter of 2020 and exercised the option to delay the estimated impact of the adoption of CECL on the Company's regulatory capital for two years (from January 2020 through December 31, 2021), which resulted in a 14 basis point benefit to the common equity Tier 1 capital to risk-weighted assets capital ratio at December 31, 2021. The two-year delay is followed by a three-year transition period of CECL's initial impact on our regulatory capital (from January 1, 2022 through December 31, 2024). 129 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements The actual capital amounts and ratios of the Company and Bank at December 31, 2021, and December 31, 2020, are presented in the following table: (Dollars in thousands) December 31, 2021 Actual Minimum Capital Required - Basel III To be Well Capitalized Under Prompt Corrective Action Provisions Common Equity Tier 1 Capital to Risk-Weighted Assets Amount Ratio Amount Ratio Amount Ratio Origin Bancorp, Inc. Origin Bank Tier 1 Capital to Risk-Weighted Assets Origin Bancorp, Inc. Origin Bank Total Capital to Risk-Weighted Assets Origin Bancorp, Inc. Origin Bank Leverage Ratio Origin Bancorp, Inc. Origin Bank December 31, 2020 $ 681,039 11.20 % $ 425,475 7.00 % N/A N/A 724,440 11.97 423,819 7.00 $ 393,546 6.50 % 690,448 724,440 11.36 11.97 516,648 514,637 8.50 8.50 N/A N/A 484,365 8.00 897,503 852,825 14.77 14.09 638,212 635,727 10.50 10.50 N/A N/A 605,454 10.00 690,448 724,440 9.20 9.66 300,195 299,932 4.00 4.00 N/A N/A 374,915 5.00 Common Equity Tier 1 Capital to Risk-Weighted Assets Origin Bancorp, Inc. Origin Bank Tier 1 Capital to Risk-Weighted Assets Origin Bancorp, Inc. Origin Bank Total Capital to Risk-Weighted Assets Origin Bancorp, Inc. Origin Bank Leverage Ratio Origin Bancorp, Inc. Origin Bank 604,306 637,863 9.95 10.53 425,012 424,010 613,682 637,863 10.11 10.53 516,107 514,870 7.00 7.00 8.50 8.50 N/A N/A 393,724 6.50 N/A N/A 484,583 8.00 837,058 782,503 13.79 12.92 637,539 636,019 10.50 10.50 N/A N/A 605,732 10.00 613,682 637,863 8.62 8.99 284,771 283,842 4.00 4.00 N/A N/A 354,802 5.00 In the ordinary course of business, the Company depends on dividends from the Bank to provide funds for the payment of dividends to stockholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared and paid exceed the Bank's year-to-date net income combined with the retained net income for the preceding year, which was $110.8 million at December 31, 2021. Stock Repurchases During the first quarter of 2021, the Company repurchased a total of 37,568 shares of its common stock pursuant to its stock buyback program at an average price per share of $33.42, for an aggregate purchase price of $1.3 million. There have been no common stock repurchases since the first quarter of the 2021 year. Prior to December 31, 2020, the Company had cumulatively repurchased an aggregate of 330,868 shares of common stock for a total purchase price of $10.8 million under the stock buyback program. As of December 31, 2021, the Company's board of directors has approved approximately $28.0 million remaining to be purchased under the program. 130 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Note 18 - Commitments and Contingencies Credit-Related Commitments In the normal course of business, the Company enters into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of its customers. Such instruments are not reflected in the accompanying consolidated financial statements until they are funded, although they expose the Company to varying degrees of credit risk and interest rate risk in much the same way as funded loans. Commitments to extend credit include revolving commercial credit lines, non-revolving loan commitments issued mainly to finance the acquisition and development or construction of real property or equipment, and credit card and personal credit lines. The availability of funds under commercial credit lines and loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and has not violated other contractual conditions. Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower. Credit card and personal credit lines are generally subject to cancellation if the borrower's credit quality deteriorates. A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent future cash requirements of the Company. A substantial majority of the letters of credit are standby agreements that obligate the Company to fulfill a customer's financial commitments to a third-party if the customer is unable to perform. The Company issues standby letters of credit primarily to provide credit enhancement to its customers' other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services. The contract amounts of these instruments reflect the Company's exposure to credit risk. The Company undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support. The table below presents the Company's commitments to extend credit by commitment expiration date for the dates indicated: (Dollars in thousands) December 31, 2021 Commitments to extend credit(1) Standby letters of credit Total off-balance sheet commitments December 31, 2020 Commitments to extend credit(1) Standby letters of credit Total off-balance sheet commitments $ $ $ $ Less than One Year One-Three Years Three-Five Years Greater than Five Years Total 643,089 $ 620,741 $ 300,863 $ 56,525 $ 1,621,218 42,516 6,633 — — 49,149 685,605 $ 627,374 $ 300,863 $ 56,525 $ 1,670,367 641,951 $ 428,893 $ 163,520 $ 107,137 $ 1,341,501 34,212 8,699 — — 42,911 676,163 $ 437,592 $ 163,520 $ 107,137 $ 1,384,412 ____________________________ (1) Includes $513.0 million and $504.6 million of unconditionally cancellable commitments at December 31, 2021 and 2020, respectively. At December 31, 2021, the Company held 43 unfunded letters of credit from the FHLB totaling $599.3 million with expiration dates ranging from January 20, 2022, to March 22, 2023. At December 31, 2020, the Company held 35 unfunded letters of credit from the FHLB totaling $527.4 million with expiration dates ranging from January 20, 2021, to November 4, 2022. Management establishes an asset-specific allowance for certain lending-related commitments and computes a formula-based allowance for performing consumer and commercial lending-related commitments. These are computed using a methodology similar to that used for the commercial loan portfolio, modified for expected maturities and probabilities of drawdown. The reserve for lending-related commitments was $2.3 million at both December 31, 2021, and December 31, 2020, respectively, and is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets. 131 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Loss Contingencies From time to time, the Company is also party to various legal actions arising in the ordinary course of business. At this time, management does not expect that loss contingencies, if any, arising from any such proceedings, either individually or in the aggregate, would have a material adverse effect on the consolidated financial position or liquidity of the Company. Note 19 - Related Party Transactions Loans to executive officers, directors, and their affiliates at December 31, 2021 and 2020, were as follows: (Dollars in thousands) Balance, beginning of year Advances Principal repayments Effect of changes in composition of related parties Balance, end of year Commitments to extend credit 2021 2020 1,392 $ 907 (1,544) (284) 471 $ 1,093 1,092 (793) — 1,392 833 $ 2,702 $ $ $ None of the above loans were considered non-performing or potential problem loans. These loans were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectability. Deposits from related parties held by the Company at December 31, 2021 and 2020, amounted to $30.0 million and $30.4 million, respectively. Note 20 - Business Combinations On December 31, 2021, the Company acquired the remaining 62% equity interest in the Lincoln Agency for $5.3 million in cash and $5.3 million in Company common stock. The Company previously acquired a 38% minority interest in Lincoln Agency that was accounted for as an equity method investment, which had an immaterial carrying value at the acquisition date. The acquisition of the remaining equity interest was considered a step acquisition, whereby the Company re- measured the previously held equity method investment to its fair value of $5.2 million, resulting in the recognition of a gain of $5.2 million, which is recorded as a component of noninterest income in the accompanying consolidated statements of income. The acquisition date fair value of the previously held equity method investment was calculated using multiple factors, including the total consideration for the acquired ownership interest of Lincoln Agency and an analysis of control premiums paid for similar transactions. The purchase agreement for Lincoln Agency includes potential earnout payments of up to $250,000 based on net product line revenue for fiscal year 2023 and up to an additional $750,000 based on compound annual revenue growth for fiscal year 2024. The Company included the $795,000 fair value of this contingent liability as a component of other liabilities on the accompanying consolidated balance sheet. Additionally, the Company acquired 100% of the book of business, and certain assets, and assumed certain liabilities of Pulley-White on December 31, 2021, for $2.2 million in cash and $2.2 million in Company common stock. The purchase agreement for Pulley-White also includes potential earnout payments of up to an additional $250,000 provided the revenue attributable to the legacy operations of Pulley-White for the two years ended December 31, 2023, achieve certain compounded annual growth rate metrics and payments of up to $500,000 provided the revenue attributable to the legacy operations of Pulley-White for the three years ended December 31, 2024, achieve certain compounded annual growth rate metrics. The Company included the $574,000 fair value of this contingent liability as a component of other liabilities on the accompanying consolidated balance sheet. 132 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements A preliminary summary of the fair value of assets acquired and liabilities assumed from the acquisitions is as follows: (Dollars in thousands) Assets Acquired: Definite-lived intangibles Operating lease right of use assets Prepaid expense and other assets Total assets acquired Liabilities Assumed: Operating lease liability Accounts payable and accrued expenses Total liabilities assumed Net assets acquired Total consideration Goodwill Estimated Fair Value $ $ 14,067 1,488 47 15,602 1,488 244 1,732 13,870 21,497 7,627 With these acquisitions, the Company continues to expand the scope of product offerings to its banking customers. $4.6 million of goodwill associated with these acquisitions is deductible for income tax purposes.   A summary of total consideration is as follows: (Dollars in thousands) Cash paid Common stock issued (177,348 shares) Contingent consideration Fair value of previously held interest in Lincoln Agency Total consideration December 31, 2021 7,457 7,458 1,369 5,213 21,497 $ $ The Company has determined the above noted acquisitions constitute a business combination as defined by ASC Topic 805, which establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired and the liabilities assumed. The Company has recorded the assets purchased and liabilities assumed at their estimated fair value in accordance with ASC Topic 805. The fair value of assets acquired and liabilities assumed are preliminary and based on valuation estimates and assumptions. The accounting for business combinations require estimates and judgments regarding expectations of future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets. The estimates and assumptions underlying the preliminary valuations are subject to collection of information necessary to complete the valuations (specifically related to projected financial information) within the measurement periods, which are up to one year from the acquisition date. Although the Company does not currently expect material changes to the initial value of net assets acquired, the Company continues to evaluate assumptions related to the valuation of the assets acquired and liabilities assumed. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. Pro forma results of operations for these acquisitions in the aggregate are not presented because these acquisitions are not material to the Company's consolidated results of operations. 133 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements Acquisition costs, which primarily consists of professional services, are expensed as incurred as a component of noninterest expense. The Company incurred total acquisition costs of approximately $214,000 during the year ended December 31, 2021. Note 21 - Condensed Parent Company Only Financial Statements Financial statements of Origin Bancorp, Inc. (parent company only) are as follows: (Dollars in thousands) Condensed Balance Sheets Assets Cash and cash equivalents Investment in affiliates/subsidiaries Other assets Total assets Liabilities and Stockholders' Equity Subordinated indebtedness, net Accrued expenses and other liabilities Total liabilities Stockholders' Equity Common stock Additional paid‑in capital Retained earnings Accumulated other comprehensive income Total stockholders' equity December 31, 2021 2020 $ $ $ 28,904 $ 774,840 16,343 820,087 $ 88,405 $ 1,471 89,876 118,733 242,114 363,635 5,729 730,211 Total liabilities and stockholders' equity $ 820,087 $ 42,908 684,410 10,198 737,516 88,258 2,108 90,366 117,532 237,341 266,628 25,649 647,150 737,516 (Dollars in thousands) Condensed Statements of Income Income: Dividends from subsidiaries Other Total income Expenses: Interest expense Salaries and employee benefits Other Total expenses Income before income taxes and equity in undistributed net income of subsidiaries Income tax benefit Income before equity in undistributed net income of subsidiaries Equity in undistributed net income of subsidiaries Years Ended December 31, 2021 2020 2019 $ 19,200 $ 17,250 $ 1,608 20,808 4,313 221 1,079 5,613 15,195 762 15,957 92,589 12 17,262 1,333 214 1,182 2,729 14,533 549 15,082 21,275 17,500 470 17,970 563 728 1,565 2,856 15,114 502 15,616 38,266 53,882 Net income $ 108,546 $ 36,357 $ 134 ORIGIN BANCORP, INC. Condensed Notes to Consolidated Financial Statements (Dollars in thousands) Condensed Statements of Cash Flows Cash flows from operating activities: Years Ended December 31, 2021 2020 2019 Net income Adjustments to reconcile net income to net cash provided by operating activities: $ 108,546 $ 36,357 $ 53,882 7 (92,589) 147 (5,898) 10,213 (7,457) — (3,612) (513) (11,582) (11,525) 146 — (1,256) (12,635) (14,004) 42,908 (1) 9 (21,275) (38,266) 58 3,633 18,772 — (51,000) — — (51,000) (8,854) 248 78,556 (723) 69,227 36,999 5,909 28 130 15,783 — — — — — (5,863) 166 — (10,059) (15,756) 27 5,882 5,909 $ 28,904 $ 42,908 $ Deferred income taxes Equity in undistributed net income of subsidiaries Amortization of subordinated indebtedness discount Other, net Net cash provided by operating activities Cash flows from investing activities: Lincoln Agency and Pulley-White acquisitions Capital contributed to subsidiaries Net purchases of non-marketable equity securities held in other financial institutions Capital calls on limited partnership investments Net cash used in investing activities Cash flows from financing activities: Dividends paid Cash received on exercise of stock options Proceeds from issuance of subordinated indebtedness Payment to repurchase common stock Net cash provided by (used by) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 135 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None. Item 9A. Controls and Procedures Evaluation of disclosure controls and procedures — As of the end of the period covered by this report, an evaluation was performed by the Company, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) were effective at the end of the period covered by this report. Management's annual report on internal control over financial reporting — Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). At December 31, 2021, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “2013 Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management determined that we maintained effective internal control over financial reporting at December 31, 2021, based on those criteria. The effectiveness of our internal control over financial reporting at December 31, 2021, has been audited by BKD LLP, an independent registered public accounting firm, as stated in its report, which is included in Part II, Item 8 of this report. Changes in internal control over financial reporting — There were no changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2021, 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. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. 136 Report of Independent Registered Public Accounting Firm To the Shareholders, Board of Directors and Audit Committee Origin Bancorp, Inc. Ruston, Louisiana Opinion on the Internal Control over Financial Reporting We have audited Origin Bancorp, Inc.’s (the Company) internal control over financial reporting as of December 31, 2021, 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, 2021, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our report dated February 23, 2022, expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definitions and Limitations of Internal Control over Financial Reporting 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 financial statements for external purposes in accordance with generally accepted accounting principles. 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; (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; 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. /s/ BKD, LLP Little Rock, Arkansas February 23, 2022 137 Item 9B. Other Information The Company entered into a Restricted Stock Unit Award Agreement and a Performance Unit Award Agreement (the "Award Agreements") with each of its five (5) named executive officers, pursuant to which restricted stock units ("Restricted Stock Units") and performance units (the "Performance Units") were awarded and issued to such officers under the Origin Bancorp, Inc. 2012 Stock Incentive Plan (the “Plan”). The Restricted Stock Units and Performance Units awarded and issued to the Company's named executive officers were as follows: Officer Restricted Stock Units Performance Units (Target) Drake Mills M. Lance Hall Stephen Brolly Preston Moore Jim Crotwell 4,667 2,792 1,758 1,758 1,465 4,667 2,792 1,758 1,758 1,465 The grants of Restricted Stock Units were previously approved by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the "Board") on February 17, 2022, and were issued on February 18, 2022 (the “Date of Grant”). Each Award Agreement sets forth the total number of Restricted Stock Units subject to each individual grant. Each Restricted Stock Unit represents a right for the officer to receive shares of Company common stock or cash equal to the fair market value of such stock, as determined by the Committee, subject to vesting. The Restricted Stock Units will vest on the earliest of the following: (a) a specified vesting date, provided the officer remains employed by the Company or an affiliate through that date; (b) the officer's voluntary termination of employment upon six (6) months' prior written notice to the Company on or after attaining age sixty-five (65); (c) the officer's death; or (d) the officer's disability (as defined in the Plan). Upon the occurrence of a change in control of the Company, all Restricted Stock Units will vest as of the date of such change in control, provided the Company is not the surviving corporation following the change in control and the acquiror either does not assume the Restricted Stock Units or does not provide a suitable substitute equivalent award. If the Company is the surviving corporation following the change in control or the acquiror either assumes the Restricted Stock Units or provides a suitable substitute equivalent award, the Restricted Stock Units (or such substitutes) will remain outstanding and be governed by their respective terms (including the vesting condition as set forth in the Award Agreement). Upon an officer's termination of service by the Company for any reason prior to vesting, the Restricted Stock Units will be forfeited. The grants of Performance Units were previously approved by the Committee on February 17, 2022. Each Award Agreement sets forth the target number of Performance Units subject to each individual grant. Each Performance Unit to which the officer becomes entitled represents a right for the officer to receive shares of Company common stock or cash equal to the fair market value of such stock, as determined by the Committee. The number of Performance Units to which the officer will be entitled will vary from 0% to 150% of the target number of Performance Units, based on the Company’s achievement of specified performance criteria during the performance period compared to performance benchmarks adopted by the Committee and, further, the officer's continuous service with the Company through the third anniversary of the Date of Grant. The performance period is the 3-year period commencing on January 1, 2022 and ending on December 31, 2024. Upon the occurrence of a change in control of the Company, the target number of Performance Units will vest as of the date of such change in control, provided the Company is not the surviving corporation following the change in control and the acquiror either does not assume the Performance Units or does not provide a suitable substitute equivalent award. If the Company is the surviving corporation following the change in control or the acquiror either assumes the Performance Units or provides a suitable substitute equivalent award, the Award (or such substitute) will remain outstanding and be governed by their respective terms, provided that, subject to the officer’s continuous employment, the target number of Performance Units will vest on the 3rd anniversary of the Date of Grant without regard to the Company’s satisfaction of the specified performance criteria. Upon an officer's termination of service by the Company for any reason prior to vesting, the Performance Units will be forfeited. Notwithstanding the foregoing, in the event of a change in control, Performance Units will become immediately vested upon an officer's termination of service without cause (as defined in the Plan) within twelve (12) months of a change in control. The forms of the Award Agreements are filed herewith as Exhibit 10.30 and Exhibit 10.31 and are incorporated by reference into this Item 9.B. 138 Item 10. Directors, Executive Officers and Corporate Governance PART III The information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year end. Item 11. Executive Compensation The information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year end. Item 12. Matters Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 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 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year end. Information regarding stock-based compensation awards outstanding and available for future grants at December 31, 2021 is presented in the table below. Additional information regarding stock-based compensation plans is presented in Note 13 - Stock and Incentive Compensation Plans to our consolidated financial statements contained in Item 8 of this report. Number of Securities to be Issued upon Exercise of Outstanding Options(1) Weighted Average Exercise Price Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans 2012 Stock Incentive Plan Issued prior to establishment of the 2012 Stock Incentive Plan Total — $ 39,200 39,200 — 10.73 10.73 664,668 — 664,668 ____________________________ (1) Includes any compensation plan and individual compensation arrangement of the Company under which equity securities of the Company are authorized for issuance. Certain information regarding securities authorized for issuance under our equity compensation plans is included under the section captioned "Stock-Based Compensation Plans" in Part II, Item 5, elsewhere in this report. 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. Further information regarding security ownership of our 5% stockholders and our directors, director nominees and executive officers required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year end. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year end. Item 14. Principal Accounting Fees and Services The information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year end. 139 Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of this Report: PART IV (1) Financial Statements: Reference is made to the information set forth in Part II, Item 8 of this Annual Report on Form 10-K, which information is incorporated herein by reference. (2) Financial Statement Schedules: All financial statement schedules are omitted because they are either not applicable or not required, or because the required information is included in the consolidated financial statements or the notes thereto is included in Part II, Item 8 of this Annual Report on Form 10-K. (3) Exhibits: See (b) below. (b) Exhibits: Exhibit Number 3.1 3.2 4.1 4.2 4.3 4.4 10.1 * 10.2 * 10.3 * 10.4 * 10.5 * 10.6 * 10.7 * 10.8 * Description Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's 10-Q filed for the quarter ended September 30, 2021 (File No. 001-38487) Bylaws, incorporated by reference to Exhibit 3.2 to the Company's 10-Q filed for the quarter ended September 30, 2021 (File No. 001-38487) Specimen common stock certificate, incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 filed April 10, 2018 (File No. 333-224225) Subordinated Indenture, dated as of October 16, 2020, by and between Origin Bancorp, Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on October, 16, 2020 (File No. 001-38487) First Supplemental Indenture, dated as of October 16, 2020, by and between Origin Bancorp, Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on October, 16, 2020 (File No. 001-38487) Description of Common Stock, incorporated by reference to Exhibit 4.3 to the Company’s 10-K for the year ended December 31, 2019 (File No. 001-38487) Origin Bancorp, Inc. 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 (File No. 001-38487) Form of Restricted Stock Award Agreement under the Origin Bancorp, Inc. 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed August 28, 2018 (File No. 001-38487) Form of Stock Option Award Agreement under the Community Trust Financial Corporation 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.3 of the Registrant's Registration Statement on Form S-1 filed April 10, 2018 (File No. 333-224225) Community Trust Financial Corporation Employee Stock Ownership Plan and Trust Agreement, dated January 1, 2014, as amended, incorporated by reference to Exhibit 10.4 of Amendment No. 2 to the Registrant's Registration Statement on Form S-1 filed April 27, 2018 (File No. 333-224225) 2020 Restated Employment Agreement, dated February 27, 2020, by and between Origin Bancorp, Inc. and Drake Mills, incorporated by reference to Exhibit 10.5 to the Company’s 10-K for the year ended December 31, 2019 (File No. 001-38487) Amended and Restated Executive Salary Continuation Plan, effective May 1, 2008, between Community Trust Bank and Drake Mills, incorporated by reference to Exhibit 10.1 to the Company’s 10-Q for the quarter ended March 31, 2019 (File No. 001-38487) Executive Deferred Compensation Agreement, dated March 30, 2001, by and between Community Trust Bank and Drake Mills, incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Company's Registration Statement on Form S-1 filed April 19, 2018 (File No. 333-224225) Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement, dated April 25, 2018, by and among New York Life Insurance Company, Origin Bank and Drake Mills, incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Company's Registration Statement on Form S-1 filed April 27, 2018 (File No. 333-224225) 140 Exhibit Number 10.9 * 10.10 * 10.11 * 10.12 * 10.13 * 10.14 * 10.15 * 10.16 * 10.17 * 10.18 * 10.19 * 10.20 * 10.21 10.22 10.23 10.24 10.25 10.26 * 10.27 10.28 Description Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement, dated April 26, 2018, by and among Great-West Life & Annuity Insurance Company, Origin Bank and Drake Mills, incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Company's Registration Statement on Form S-1 filed April 27, 2018 (File No. 333-224225) 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 (File No. 001-38487) 2020 Restated Employment Agreement, dated February 27, 2020, by and between Origin Bancorp, Inc. and M. Lance Hall, incorporated by reference to Exhibit 10.11 to the Company’s 10-K for the year ended December 31, 2019 (File No. 001-38487) §409A Amended & Restated Executive Salary Continuation Agreement, dated December 13, 2008, by and between Community Trust Bank and M. Lance Hall, incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Company's Registration Statement on Form S-1 filed April 19, 2018 (File No. 333-224225) Life Insurance Endorsement Method Split Dollar Plan Agreement, dated September 4, 2002, by and between Community Trust Bank and M. Lance Hall, incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Company's Registration Statement on Form S-1 filed April 19, 2018 (File No. 333-224225) Amendment to the Life Insurance Endorsement Split Dollar Plan Agreement, dated December 8, 2008, by and between Community Trust Bank and M. Lance Hall, incorporated by reference to Exhibit 10.16 to Amendment No. 1 to the Company's Registration Statement on Form S-1 filed April 19, 2018 (File No. 333-224225) Amendment to the Life Insurance Endorsement Method Split Dollar Plan Agreement, dated December 18, 2009, by and between Community Trust Bank and M. Lance Hall, incorporated by reference to Exhibit 10.17 of Amendment No. 1 to the Company's Registration Statement on Form S-1 filed April 19, 2018 (File No. 333-224225) Executive Supplemental Income Agreement, dated October 29, 2019, by and between Origin Bank and M. Lance Hall, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed October 31, 2019 (File No. 001-38487) Endorsement Split Dollar Life Insurance Agreement, dated October 29, 2019, by and between Origin Bank and M. Lance Hall, incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed October 31, 2019 (File No. 001-38487) Supplemental Executive Retirement Plan, dated August 17, 2018, by and between Origin Bank and Stephen H. Brolly, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed August 21, 2018 (File No. 001-38487) Endorsement Split Dollar Life Insurance Agreement, dated August 17, 2018, by and between Origin Bank and Stephen H. Brolly, incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed August 21, 2018 (File No. 001-38487) Change in Control Agreement, dated April 2, 2018, among Origin Bank, Origin Bancorp, Inc. and Stephen H. Brolly, incorporated by reference to Exhibit 10.2 to the Company’s 10-Q for the quarter ended March 31, 2019 (File No. 001-38487) Loan Agreement, dated as of October 5, 2018, by and between Origin Bancorp, Inc. and NexBank SSB, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed October 11, 2018 (File No. 001-38487) Revolving Promissory Note issued to NexBank SSB on October 5, 2018, incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed October 11, 2018 (File No. 001-38487) Pledge and Security Agreement, dated as of October 5, 2018, by and between Origin Bancorp, Inc. and NexBank SSB, incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed October 11, 2018 (File No. 001-38487) Fiscal and Paying Agency Agreement, dated as of February 6, 2020, by and between Origin Bank and U.S. Bank National Association, as Fiscal and Paying Agent, incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed February 6, 2020 (File No. 001-38487) Form of Subordinated Note Purchase Agreement, dated as of February 6, 2020, by and among Origin Bank and the several Purchasers, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed February 6, 2020 (File No. 001-38487) Change in Control Agreement, dated March 28, 2018, among Origin Bank, Origin Bancorp, Inc. and Preston Moore incorporated by reference to Exhibit 10.31 to the Company's 10-K for the year ended December 31, 2020 (file No. 001-38487) First Amendment to Loan Agreement, dated as of October 5, 2021, by and between Origin Bancorp, Inc. and NexBank, SSB Second Amendment to Loan Agreement, dated as of October 29, 2021, by and between Origin Bancorp, Inc. and NexBank, SSB 141 Exhibit Number 10.29 * 10.30 * 10.31 * 21 23 31.1 31.2 32.1 32.2 101 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE 104 Change in Control Agreement, dated June 14, 2018, among Origin Bank, Origin Bancorp, Inc. and Jimmy R. Crotwell Form of Performance Stock Unit Agreement under the Origin Bancorp, Inc. 2012 Stock Incentive Plan Form of Restricted Stock Unit Agreement under the Origin Bancorp, Inc. 2012 Stock Incentive Plan Description Subsidiaries of the Registrant Consent of Independent Registered Public Accounting Firm Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The following financial information from Origin Bancorp, Inc. Annual Report on Form 10-K for the year ended December 31, 2021, is formatted in Inline XBRL: (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Stockholders' Equity and Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements Inline XBRL Instance Document Inline XBRL Taxonomy Extension Schema Document Inline XBRL Taxonomy Extension Calculation Linkbase Document Inline XBRL Taxonomy Extension Definition Linkbase Document Inline XBRL Taxonomy Extension Label Linkbase Inline XBRL Taxonomy Extension Presentation Linkbase Document Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Management contract or compensatory plan or arrangement. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 23, 2022 Origin Bancorp, Inc. (Registrant) By: /s/ Drake Mills Drake Mills Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Chairman, President and Chief Executive Officer (Principal Executive Officer) 142 Date February 23, 2022 February 23, 2022 February 23, 2022 February 23, 2022 February 23, 2022 February 23, 2022 February 23, 2022 February 23, 2022 February 23, 2022 February 23, 2022 February 23, 2022 February 23, 2022 February 23, 2022 /s/ Drake Mills Drake Mills, Chairman, President and Chief Executive Officer (Principal Executive Officer) Signature /s/ Stephen H. Brolly Stephen H. Brolly, Chief Financial Officer/Senior Executive Officer (Principal Financial & Principal Accounting Officer) /s/ James S. D'Agostino James S. D'Agostino, Director /s/ James E. Davison, Jr. James E. Davison, Jr., Director /s/ A. La'Verne Edney A. La'Verne Edney, Director /s/ Meryl Farr Meryl Farr, Director /s/ Richard Gallot, Jr. Richard Gallot, Jr., Director /s/ Stacey W. Goff Stacey W. Goff, Director /s/ Michael A. Jones Michael A. Jones, Director /s/ Gary E. Luffey Gary E. Luffey, Director /s/ Farrell J. Malone Farrell J. Malone, Director /s/ Elizabeth E. Solender Elizabeth E. Solender, Director /s/ Steven Taylor Steven Taylor, Director 143 THE BOARD OF DIRECTORS ORIGIN BANCORP, INC. / ORIGIN BANK James D’Agostino, Jr. Managing Director Encore Interests LLC 1,2 Richard Gallot, Jr. President Grambling State University Michael Jones Certified Public Accountant 4 James Davison, Jr. Investments 3 A. La’Verne Edney Litigation Partner Butler Snow LLP Meryl Farr President & Owner Kennedy Rice Mill Stacey Goff General Counsel & Chief Administrative Officer Lumen Technologies, Inc. * Lance Hall President & Chief Executive Officer Origin Bank Gary Luffey Partner Green Clinic 5 Farrell Malone Partner (Retired) KPMG LLP Drake Mills Chairman, President & Chief Executive Officer Origin Bancorp, Inc. Chairman Origin Bank 6 Elizabeth Solender President Solender/Hall, Inc. Steven Taylor Auto Dealer EXECUTIVE OFFICERS Drake Mills - Chairman, President & Chief Executive Officer, Origin Bancorp, Inc. / Chairman, Origin Bank Lance Hall - President & Chief Executive Officer, Origin Bank Warrie Birdwell Regional President North Texas Steve Brolly Chief Financial Officer Russ Chase Chief Community Banking Officer Jim Crotwell Chief Risk Officer Josh Hammett Chief Information Officer Derek McGee Chief Legal Counsel David Harrison Chief Audit Executive Carmen Jordan Regional President Houston Ryan Kilpatrick Chief Brand & Communications Officer Larry Little State President Louisiana Regina McNeill Market Analytics & Strategic Planning Clark Mercer Chief Compliance Officer Preston Moore Chief Credit & Banking Officer Ashlea Price Chief Human Resources Officer Larry Ratzlaff State President Mississippi Lonnie Scarborough Chief Dream Manager & Talent Development Officer Debbie Williamson Chief Operations Officer 1. Chair, Finance Committee 2. Lead Independent Director 3. Chair, Risk Committee 4. Chair, Nominating & Corporate Governance Committee 5. Chair, Audit Committee 6. Chair, Compensation Committee *Origin Bank Board Member Only www.Origin.bank 500 South Service Road East, Ruston, LA 71270 · Member FDIC

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