Origin Bancorp, Inc. (OBK)

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

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, 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 unaudited consolidated financial statements and related condensed notes contained in Item 1 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” and in the section titled “Risk Factors” in our 2025 Form 10-K. We assume no obligation to update any of these forward-looking statements.

General

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

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 the income generated from interest-earning assets and minimize 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-earning cash, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

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 and interest-bearing liabilities are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income.

Our Optimize Origin initiative, announced in January 2025 and designed to drive elite financial performance and enhance our award-winning culture, remains an integral part of our corporate DNA.

•Built on three primary pillars:

◦Productivity, Delivery & Efficiency

◦Balance Sheet Optimization

◦Culture & Employee Engagement

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

2026 Second Quarter Key Metrics

•Net income was $33.8 million three months ended June 30, 2026, reflecting an increase of $19.2 million, or 131.1%, compared to the three months ended June 30, 2025.

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•Net interest income was $92.2 million for the three months ended June 30, 2026, reflecting an increase of $10.1 million, or 12.3%, compared to the three months ended June 30, 2025.

•Our fully tax equivalent net interest margin (“NIM-FTE”) increased 31 basis points for the quarter ended June 30, 2026, compared to the quarter ended June 30, 2025. This expansion was driven primarily by a 58-basis point reduction in rates paid on interest-bearing liabilities, offset by a 13-basis point decline in our yield earned on interest-earning assets.

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

•Total deposits were $8.70 billion at June 30, 2026, reflecting an increase of $396.0 million, or 4.8%, compared to December 31, 2025. Noninterest-bearing deposits were $2.26 billion, reflecting an increase of $280.1 million, or 14.1%, compared to December 31, 2025.

•During the quarter ended June 30, 2026, we repurchased 217,034 shares of our common stock at an average price of $46.60 per share, including broker commissions and applicable excise taxes. Also, in July 2026, our board of directors approved a $100 million increase in repurchase authority under our stock repurchase program, which expires in July 2028.

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

Our net income increased $19.2 million, or 131.1%, to $33.8 million for the three months ended June 30, 2026, from $14.6 million for the three months ended June 30, 2025. Diluted EPS increased $0.62 to $1.09 per share for the three months ended June 30, 2026, compared to $0.47 per share for the three months ended June 30, 2025. The increase was primarily due to increases of $14.0 million and $10.1 million in noninterest income and net interest income, respectively. Also contributing to the increase was a $2.8 million decrease in provision expense for credit losses. These increases were partially offset by an increase of $2.4 million in noninterest expense for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

Net Interest Income and Net Interest Margin

Net interest income for the three months ended June 30, 2026, was $92.2 million, an increase of $10.1 million, or 12.3%, compared to the three months ended June 30, 2025. The increase was due to a $9.0 million decrease in interest expense and an increase of $1.1 million in total interest income during the three months ended June 30, 2026, compared to three months ended June 30, 2025.

The $9.0 million decrease in interest expense was mainly due to decreases of $8.2 million and $894,000 in interest expense on interest-bearing deposits and subordinated indebtedness, respectively. Of the $8.2 million decline in interest-bearing deposits, $9.0 million was attributable to lower interest rates, partially offset by a $898,000 increase resulting from higher average balances, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The $9.0 million decrease due to lower rates was primarily due to decreases of $5.2 million, $2.6 million and $872,000 on money market, interest-bearing demand and time deposits, respectively. The benefit of these lower rates was partially offset by a $898,000 increase in interest expense attributable to higher average balances, as average interest-bearing deposit balances increased $105.0 million to $6.38 billion for the three months ended June 30, 2026, from $6.28 billion for the three months ended June 30, 2025. This increase was primarily driven by a $224.1 million increase in average money market deposit balances, which increased interest expense by $1.9 million, partially offset by a $102.9 million decrease in average time deposit balances, which reduced interest expense by $997,000. In addition, interest expense on subordinated debentures decreased $894,000 for the three months ended June 30, 2026, primarily due to the redemption of $74.0 million in principal amount of subordinated debentures during the quarter ended December 31, 2025, which reduced the average balance of subordinated debenture to $16.6 million for the three months ended June 30, 2026, from $89.6 million for the three months ended June 30, 2025.

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Interest income increased $1.1 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increases of $1.4 million and $783,000 in interest income on investment securities and interest income on LHFI, partially offset by a $885,000 decrease in interest income on non-marketable equity securities held in other financial institutions. The $1.4 million increase in interest income earned on investment securities was primarily driven by improved yields resulting from the execution of our bond portfolio optimization strategy, with the most recent transaction occurring in June 2025, in conjunction with our Optimize Origin initiative. Of the $783,000 increase in interest income on LHFI, $4.5 million was due to higher average balances, which was offset by a $3.7 million decrease due to lower yields. The $4.5 million increase in interest income attributable to higher average LHFI balances was primarily due to increases in average balances in commercial and industrial, commercial real estate, and multifamily residential real estate loans, respectively. The impact of larger average balances was partially offset by $3.7 million due to lower yields primarily attributable to commercial and industrial loans, which declined to 6.65% for the three months ended June 30, 2026, from 7.30% for the three months ended June 30, 2025, and reduced interest income by $3.6 million.

The Federal Reserve Board sets various benchmark rates, including the federal funds rate, and thereby influences the general market rates of interest, including the loan and deposit rates offered by financial institutions. The Federal Reserve Board reduced the federal funds target rate range three times, for a total of 75 basis points, during the second half of 2025, to a range of 3.50% to 3.75%, and has maintained the range unchanged since December 10, 2025.

The NIM-FTE was 3.92% for the three months ended June 30, 2026, a 31-basis point increase from 3.61% for the three months ended June 30, 2025. The improvement was mainly driven by an expanding interest rate spread, as the 58-basis-point decline in the average cost of total interest-bearing liabilities exceeded the 13-basis-point decline in the yield earned on interest-earning assets for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The average rate on total interest-bearing liabilities for the three months ended June 30, 2026, was 2.67%, compared to 3.25% for the three months ended June 30, 2025. The average yield earned on total interest-earning assets for the three months ended June 30, 2026, was 5.74%, compared to 5.87% for the three months ended June 30, 2025.

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

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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 2025 and 2024 and year-over-year comparisons between 2025 and 2024. For discussion on results of operations and financial condition pertaining to 2024 and 2023 and year-over-year comparisons between 2024 and 2023, 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, 2024, filed with the SEC on February 27, 2025.

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 Loan Credit Losses. The allowance for loan credit losses (“ALCL”) 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 loans held for investment (“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 ALCL 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 ALCL, 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 ALCL when management believes the loss is confirmed.

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Loan Acquisition Accounting. We account for our mergers/acquisitions under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. The fair value for acquired loans at the time of acquisition or merger is based on a variety of factors, including discounted expected cash flows, adjusted for estimated prepayments and credit losses. In accordance with ASC 326, the fair value adjustment is recorded as premium or discount to the unpaid principal balance of each acquired loan. Loans that have been identified as having experienced a more-than-insignificant deterioration in credit quality since origination is a purchase credit deteriorated (“PCD”) loan. The net premium or discount on PCD loans is adjusted by the Company’s allowance for credit losses recorded at the time of merger/acquisition. The remaining net premium or discount is accreted or amortized into interest income over the remaining life of the loan using the effective interest rate method. The net premium or discount on loans that are not classified as PCD (“non-PCD”), that includes credit and non-credit components, is accreted or amortized into interest income over the remaining life of the loan using a constant yield method. We then record the necessary allowance for credit losses on the non-PCD loans through provision for loan credit losses expense.

General

We are a financial holding company headquartered in Ruston, Louisiana. Our wholly-owned bank subsidiary, Origin Bank, was founded in 1912 in Choudrant, Louisiana. Deeply rooted in our history is a culture committed to providing personalized, relationship banking to businesses, municipalities, and personal clients to enrich the lives of the people in the communities we serve. We provide a broad range of financial services and currently has more than 56 locations from Dallas/Fort Worth, East Texas, Houston, across North Louisiana, Mississippi, South Alabama and into the Florida Panhandle. In addition, we provide a broad range of insurance agency products and services through our wholly owned insurance agency subsidiary, Forth Insurance, LLC. As a financial holding company operating through one segment, we generate the majority of our revenue from interest earned on loans and investments, service charges and fees on deposit accounts.

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

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.

Results of Operations

The year ended December 31, 2025, was impacted by the Tricolor Holdings, LLC borrower fraud, which was first disclosed in our Current Report on Form 8-K filed on September 10, 2025 and discussed in subsequent filings. These items negatively impacted our diluted EPS of $2.40 by $0.77 for the year ended December 31, 2025.

The year ended December 31, 2024, was impacted by certain questioned activity involving a former banker which is explained in detail in the Company's 2024 Form 10-K filed with the SEC. These items negatively impacted our diluted EPS of $2.45 by $0.29 for the year ended December 31, 2024.

Our net income decreased $1.3 million, or 1.7%, to $75.2 million for the year ended December 31, 2025, from $76.5 million for the year ended December 31, 2024. On a diluted EPS basis, we reported $2.40 per share for the year ended December 31, 2025, compared to $2.45 per share for the year ended December 31, 2024.

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Comparison of Results of Operations for the Years Ended December 31, 2025, 2024 and 2023

Net Interest Income and Net Interest Margin

Net interest income for the year ended December 31, 2025, was $331.0 million, an increase of $30.6 million, or 10.2%, compared to the year ended December 31, 2024. The expansion in net interest income was primarily due to a $57.2 million decrease in interest expense, partially offset by a $26.6 million decrease in total interest income during the year ended December 31, 2025, compared to year ended December 31, 2024.

The $57.2 million decrease in interest expense was mainly attributable to a $55.4 million reduction in interest expense on interest-bearing deposits. Lower interest rates contributed $38.8 million of the decrease, while lower average balances contributed $16.6 million. The rate-related decrease was driven primarily by money market deposits and interest-bearing demand deposits, which contributed $22.2 million and $11.2 million, respectively. The average rate on money market deposits declined 67-basis points to 3.39% for the year ended December 31, 2025, from 4.06% for the year ended December 31, 2024. The average rate on interest-bearing demand deposits decreased 59 basis points to 2.81% for the year ended December 31, 2025, from 3.40% for the year ended December 31, 2024. Lower average time deposit balances contributed $28.7 million to the decrease in interest expense, partially offset by a $14.3 million increase

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