obnk-20251231
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
(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, 2025
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)
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| Louisiana | | 72-1192928 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | |
500 South Service Road East Ruston, Louisiana | | 71270 |
(Address of principal executive office) | | (Zip code) |
| (318) 255-2222 | |
| (Registrant’s telephone number, including area code) | |
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 | OBK | New York Stock Exchange |
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)
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| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
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| 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 ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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 $1.06 billion as of June 30, 2025, 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: 30,983,713 shares of Common Stock, par value $5.00 per share, were issued and outstanding as of February 13, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of Origin Bancorp, Inc. to be held on April 22, 2026, 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, 2025.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends the Company's Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission on February 25, 2026 (the “2025 Form 10-K”). This Amendment No. 1 is being filed solely to include the signature of our independent registered public accounting firm, Forvis Mazars, LLP, which was inadvertently omitted from the consent, which is filed herewith as Exhibit 23.1.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1 under Item 15 of Part IV hereof.
This Amendment No. 1 does not modify or update the disclosures set forth in the original filing, including the financial statements and notes to the financial statements set forth in the 2025 Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this Report:
(1) Financial Statements: The consolidated financial statements of the Company were previously submitted with the original filing of the Company’s Annual Report on Form 10-K, filed with the SEC on February 25, 2026.
(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.
(3) Exhibits: The documents included in the Exhibits index below are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). See (b) below.
(b) Exhibits:
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| Exhibit Number | | Description |
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| 3.1 | | |
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| 3.2 | | |
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| 4.1 | | |
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| 4.2 | | |
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| | Instruments defining the rights of holders of the long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Registrant hereby agrees to furnish copies of these instruments to the SEC upon request. |
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| 10.1 * | | |
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| 10.2 * | | |
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| 10.3 * | | |
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| 10.4 * | | |
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| 10.5 * | | |
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| 10.6 * | | |
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| 10.7 * | | |
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| 10.8* | | |
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| 10.9 * | | |
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| 10.10 * | | |
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| Exhibit Number | | Description |
| 10.11 * | | |
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| 10.12 * | | |
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| 10.13 * | | |
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| 10.14 * | | |
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| 10.15 * | | |
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| 10.16 * | | |
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| 10.17 * | | |
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| 10.18 * | | |
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| 10.19 * | | |
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| 10.20 * | | |
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| 10.21 * | | |
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| 10.22 * | | |
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| 10.23 * | | |
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| 10.24 * | | |
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| 10.25 * | | |
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| 10.26 * | | |
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| 10.27 * | | |
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| 10.28 * | | |
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| 10.29 * | | |
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| 10.30 * | | |
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| 10.31 * | | |
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| 10.32 * | | |
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| Exhibit Number | | Description |
| 10.33 * | | |
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| 10.34 * | | |
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| 10.35 * | | |
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| 10.36 * | | |
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| 19 | | |
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| 21 | | |
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| 23 | | |
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| 31.1 | | |
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| 31.2 | | |
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| 32.1 | | |
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| 32.2 | | |
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| 97 | | |
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| 101 | | The following financial information from Origin Bancorp, Inc. Annual Report on Form 10-K for the year ended December 31, 2025, is formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements |
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| 101.INS | | Inline XBRL Instance Document |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | | 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.
| | | | | | | | |
| | Origin Bancorp, Inc. |
| | (Registrant) |
Date: April 30, 2026 | By: | /s/ William J. Wallace, IV |
| | William J. Wallace, IV |
| | Senior Executive Officer and Chief Financial Officer |