11-K 1 a2020401kreport.htm 11-K Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 11-K


FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission File Number: 001-38487
A.    Full title of the plan and the address of the plan, if different from that of the issuer named below:
ORIGIN BANCORP, INC.
EMPLOYEE RETIREMENT PLAN
B.     Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
ORIGIN BANCORP, INC.
500 SOUTH SERVICE ROAD EAST
RUSTON, LOUISIANA 71270



ORIGIN BANCORP, INC.
EMPLOYEE RETIREMENT PLAN





Table of Contents





Report of Independent Registered Public Accounting Firm
Plan Administrator and Plan Participants
Origin Bancorp, Inc. Employee Retirement Plan
Ruston, Louisiana
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Origin Bancorp, Inc. Employee Retirement Plan (the Plan) as of December 31, 2020 and 2019, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
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 included 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.
Report on Supplementary Information
The supplemental information in the accompanying Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2020, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
BKD, LLP
/s/ BKD, LLP
We have served as the Plan’s auditor since 2016.
Little Rock, Arkansas
June 28, 2021
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ORIGIN BANCORP, INC.
EMPLOYEE RETIREMENT PLAN
Statements of Net Assets Available for Benefits
As of December 31, 2020 and 2019
ASSETS20202019
Investments, at fair value:
Origin Bancorp, Inc. ("Company") stock$27,135,283 $36,640,752 
Mutual funds35,643,780 28,186,911 
Total investments
62,779,063 64,827,663 
Receivables:
Notes receivable from participants942,858 812,298 
Total receivables942,858 812,298 
Total assets$63,721,921 $65,639,961 
Net assets available for benefits
$63,721,921 $65,639,961 
The accompanying notes are an integral part of these financial statements.

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ORIGIN BANCORP, INC.
EMPLOYEE RETIREMENT PLAN
Statements of Changes in Net Assets Available for Benefits

Additions to net assets:Year Ended
December 31, 2020		Year Ended
December 31, 2019
Investment income:
Net (depreciation) appreciation in fair value of investments$(5,342,787)$7,564,717 
Interest and dividends from mutual funds548,841 552,254 
Dividends from Company stock366,218 264,211 
Total investment (loss) income(4,427,728)8,381,182 
Interest income on notes receivable from participants50,279 41,347 
Contributions:
Company1,763,941 1,636,014 
Participant4,782,172 4,447,227 
Rollover482,767 1,336,217 
Total contributions7,028,880 7,419,458 
Total additions2,651,431 15,841,987 
Deductions from net assets:
Distributions to participants4,499,791 9,064,289 
Administrative expenses69,680 151,785 
Total deductions4,569,471 9,216,074 
Net (decrease) increase in net assets available for benefits(1,918,040)6,625,913 
Net assets available for benefits:
Beginning of year65,639,961 59,014,048 
End of year$63,721,921 $65,639,961 

The accompanying notes are an integral part of this financial statement.

5


ORIGIN BANCORP, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements

Note 1 - Plan Description and Basis of Presentation
The following summary description of the Origin Bancorp, Inc. Employee Retirement Plan (the "Plan") (formerly, the Origin Bancorp, Inc. Employee Stock Ownership Plan and Trust) is provided for general information purposes only. Participants should refer to the Plan document for complete information about the Plan.
General
Origin Bancorp, Inc. (the "Company" or the "Plan Sponsor") established the Plan effective as of January 1, 1992. The Plan is a defined contribution benefit plan. On November 1, 2018, the Company restated its Employee Stock Ownership Plan and Trust as the Retirement Plan, a profit-sharing plan that allows contributions under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "IRC"). Prior to the restatement, the Plan was designed to comply with Section 4975(e)(7) of the IRC and the regulations thereunder. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is administered by a Retirement Committee comprised of certain of the Company's executives and outside advisers.
Eligibility
Employees of the Company and its wholly owned subsidiaries are generally eligible to participate in the Plan after being employed for 25 days and meeting certain other requirements and employment classification criteria.
Plan Termination
The Company reserves the right to terminate the Plan at any time, subject to Plan provisions. Upon such termination of the Plan, each participant becomes fully vested in Company contributions and the interest of each participant in the trust fund will be distributed to such participant or to his or her beneficiary at the time prescribed by the Plan's terms and the IRC.
Notes Receivable from Participants
Participants may borrow from their fund accounts in a minimum amount of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of their vested account balance; pursuant to the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), for qualified participants, the maximum amount was the lesser of $100,000 or 100% of their vested account balance for 180 days beginning March 27, 2020. The loans are secured by the balance in the participant’s account. The loans are measured at the unpaid principal balance, plus accrued but unpaid interest. The Plan does not place loans on non-accrual status, as the loan repayments are set up as automatic deductions through payroll that continue until either the loan is repaid or the participant's employment terminates. Loan payments may be suspended during a participant's leave of absence and automatic deductions resume upon conclusion of a leave of absence. Under CARES Act relief, loan payments due from March 27, 2020 through December 31, 2020, may be delayed for qualified participants for one year. In instances where employment is terminated and the loan is not repaid within 60 days, unless the CARES Act relief above applies, the loan is considered a deemed distribution that is deducted from the participant's account balance.
Excess Contributions Payable
Amounts payable to participants for contributions in excess of amounts allowed by the Internal Revenue Service ("IRS") are recorded as a liability with a corresponding reduction to contributions. There were no excess contributions payable at December 31, 2020 or 2019.
Contributions
Each year, participants may elect to contribute pretax annual compensation, as defined in the Plan, subject to certain maximum limitations imposed by the IRC ($19,500 for the year ended December 31, 2020, and $19,000 for the year ended December 31, 2019). Participants who have attained the age of 50 before the end of the Plan year are eligible to make catch-up contributions, also subject to certain maximum limitations imposed by the IRC and IRS. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (such contribution, a "rollover"). Participants direct the investment of their contributions into various investment options offered by the Plan. Under the provisions of the Plan, eligible employees are automatically enrolled to contribute 3% of their salary unless a different deferral percentage is chosen or the employee opts not to defer. If a different percentage (including zero) is not
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ORIGIN BANCORP, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements - Continued
chosen, the percentage will automatically increase by 1% annually, up to a maximum of 10%.
Under the provisions of the Plan, the Company may make discretionary matching contributions on a percentage, not to exceed 6%, of a participant's elective deferrals. Any percentage determined by the Company applies 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. The matching contributions made by the Company are matched to the funds designated by the participant.
Additional profit-sharing amounts may be contributed at the option of the Company's board of directors, and are also matched to funds designated by the eligible participant based upon the percentage of the participant's compensation to the total compensation of all eligible participants. No profit-sharing contributions were made during the year ended December 31, 2020 or 2019.
Payment of Benefits
No distributions from the Plan are made until a participant retires, dies, becomes disabled or otherwise terminates employment with the Company, unless the requirements for an in-service distribution, including a hardship distribution or Coronavirus-related distribution, are met in accordance with the Plan document. The amount to be distributed is based upon the account valuation date immediately preceding the distribution. Distributions are made in cash or, if the participant elects, in the form of Company common stock plus cash for any fractional shares. As of December 31, 2020 and 2019, distributions in process were $90 and $79, respectively.
Administrative Expenses
Certain expenses incurred in maintaining the Plan are paid by the Plan, unless otherwise paid by the Company. Expenses that are paid by the Company are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment related expenses are included in net appreciation in fair value of investments.
Voting Rights
Based on the direction of the Plan participants, the trustee of the Plan votes all Company stock held by it as a part of the Plan assets. If the trustee does not receive timely voting directions from a participant or beneficiary with respect to any Company stock allocated to that participant's or beneficiary's Company stock account, the trustee votes such Company stock in the same proportion as those shares of Company stock for which the Trustee has received proper direction for such matter.
Participant Accounts
The Plan is a defined contribution plan under which a separate individual account is established for each participant. Each participant's account is credited with the participant's elective deferrals, the participant's rollover contributions, the Company's matching contribution, any employer discretionary profit-sharing contributions and Plan earnings, which are allocated proportionately among all participants based on their allocation election in each fund.
Vesting
Participants are fully vested in their employee contributions plus actual earnings thereon. Company contributions are vested upon a participant's reaching normal retirement age, upon an active participant's death or under the following schedule:
Years of ServiceVested Percentage
Less than 10%
120%
240%
360%
480%
5100%
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ORIGIN BANCORP, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements - Continued
Diversification
Participants may allocate contributions, including employer matching contributions into any combination of investment options available through the Plan. Participants may re-allocate at any time with the exception of Company common stock during blackout periods.
Forfeitures
In the case of employee termination prior to retirement, the unvested portion of participants' account is forfeited and used either to reduce the Company's contributions or to pay plan expenses. During the year ended December 31, 2020, forfeitures of $71 were applied to the payment of administrative expenses and $15,453 were used to reduce the Company's contributions. During the year ended December 31, 2019, forfeitures of $64,870 were applied to the payment of administrative expenses and no forfeitures were used to reduce the Company's contributions. As of December 31, 2020 and 2019, forfeited non-vested accounts totaled $87,563 and $63,011, respectively.
Note 2 - Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan have been prepared on an accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties
Plan investments, including the Company’s common stock, are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with these investments, including in connection with recent market volatility due to the coronavirus ("COVID-19") pandemic, it is at least reasonably possible that changes in the value of the Plan investments will occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.
Investment Valuation and Income Recognition
The shares of Company common stock and investments in mutual funds are valued at fair value as of year-end. See Note 5 - Fair Value Measurements for discussion of fair value measurements.
Dividend income is accrued on the ex-dividend date.
Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on an accrual basis. Realized gains and losses from security transactions are reported using the average cost method. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on an accrual basis. Related fees are recorded as administrative expenses and are expensed as incurred. No allowance for credit losses was recorded as of December 31, 2020 or 2019. Delinquent participant loans are reclassified as distributions in accordance with the provisions set forth in the Plan document.
Payment of Benefits
Benefits are recorded when paid.
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ORIGIN BANCORP, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements - Continued
Income Taxes
Management has evaluated the Plan’s tax positions and concluded that the Plan has maintained its tax-exempt status and has taken no uncertain tax positions that require adjustment to the financial statements. Therefore, no provision or liability for income taxes has been included in the financial statements.
Recent Accounting Pronouncements
Presently, Plan management is not aware of any recent accounting pronouncements from the Financial Accounting Standards Board that will have a material impact on the Plan's present or future financial statements.
CARES Act
The United States and state and local governments have taken steps to attempt to mitigate some of the more severe anticipated economic effects of COVID-19, including Congress’s passage of the CARES Act and related stimulus legislation. The CARES Act, which was enacted on March 27, 2020, provides certain measures to support individuals in maintaining solvency through monetary relief, including provisions that impact tax qualified retirement plans and their participants. The Plan adopted certain measures included in the CARES Act which allowed qualified participants to receive coronavirus-related distributions without penalty and delay loan repayments due on or after March 27, 2020 for the remainder of 2020. Additionally, Plan participants could elect to have required minimum distributions temporarily waived for 2020.
Note 3 - Plan's Tax Status
The Plan operates under a non-standardized volume submitter profit sharing plan with a cash or deferred arrangement (CODA) method of funding established by Principal Life Insurance Company, a member of Principal Financial Group. The prototype plan sponsor obtained a favorable opinion letter dated August 8, 2014. According to the prototype plan, the Plan’s assets are qualified pursuant to Section 401(a) of the IRC, and the Plan’s income is exempt from income taxes. Various changes related to the operation of the Plan have been made to the Plan document. The Plan has not requested a determination letter from the IRS, but the Company believes the Plan qualifies and operates as designed. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
Note 4 - Related Party and Party-in-Interest Transactions
The Plan held 977,144 and 968,307 shares of the Company's common stock at December 31, 2020 and 2019, respectively, and recognized $366,218 and $264,211 of dividend income from this related-party investment during 2020 and 2019, respectively. Participant loans held by the Plan also qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transaction rules under ERISA.
Certain administrative functions are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan. Administrative expenses of the Plan are netted directly from the participant accounts.
Note 5 - Fair Value Measurements
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy are described as follows:
•Level 1 Inputs -    Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Plan can access at the measurement date.
•Level 2 Inputs -    Fair value is based on significant other observable inputs which 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;
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ORIGIN BANCORP, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements - Continued
•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 Inputs -    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.
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value.
Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value ("NAV") and to transact at that price. Included in mutual funds are money market mutual funds that intend to keep a constant NAV of $1.00 per share. There are no redemption restrictions on money market mutual funds. The mutual funds held by the Plan are deemed to be actively traded.
Company stock: At December 31, 2020 and 2019, the Company's common stock was valued at the closing price reported on Nasdaq, the market on which it was actively traded.
The following tables summarize the Plan's assets at fair value as of December 31, 2020 and 2019:
As of December 31, 2020
Level 1Level 2Level 3Total
Mutual funds$35,643,780 $— $— $35,643,780 
Investment in Company stock27,135,283 — — 27,135,283 
Total assets at fair value$62,779,063 $— $— $62,779,063 
As of December 31, 2019
Level 1Level 2Level 3Total
Mutual funds$28,186,911 $— $— $28,186,911 
Investment in Company stock36,640,752 — — 36,640,752 
Total assets at fair value$64,827,663 $— $— $64,827,663 
10


SUPPLEMENTAL SCHEDULE


ORIGIN BANCORP, INC.
EMPLOYEE RETIREMENT PLAN
EIN: 72-1192928
Plan #003

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2020
(a)(b) Identity of issuer, borrower, lessor, or similar party(c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value(d) Cost(e) Current value
Mutual funds of registered investment companies
The American FundsAmerican Funds New World R6**$895,816 
Dodge & CoxDodge & Cox Income**5,100,565 
Dodge & CoxDodge & Cox Stock**3,035,610 
MFS Investment ManagementMFS INTL Diversification R6 FD**1,012,647 
PIMCOPIMCO Income Institutional**1,861,744 
T. Rowe PriceT. Rowe Price Dividend Growth**1,935,242 
T. Rowe PriceT. Rowe Price Blue Chip Growth I**4,300,656 
TIAA InvestmentsTIAA-CREF Lifestyle Aggressive Growth Institutional**311,627 
TIAA InvestmentsTIAA-CREF Lifestyle Conservative Institutional**1,845,627 
TIAA InvestmentsTIAA-CREF Lifestyle Growth Institutional**463,440 
TIAA InvestmentsTIAA-CREF Lifestyle Income Institutional**12,540 
TIAA InvestmentsTIAA-CREF Lifestyle Moderate Institutional**671,024 
VanguardVanguard International Growth Admiral**1,879,133 
VanguardVanguard Mid-cap Index Admiral**2,608,793 
VanguardVanguard Real Estate Index Admiral**200,075 
VanguardVanguard Short Term Federal Admiral**2,248,687 
VanguardVanguard Small-cap Index Admiral**1,416,144 
VanguardVanguard 500 Index Admiral**5,368,495 
VanguardVanguard Total International Stock Index Admiral**475,915 
Total Mutual Funds35,643,780 
*Notes receivable from participants0-15 years maturity; Interest from 4.25% to 6.50%**942,858 
*Origin Bancorp, Inc. Common Stock
977,144 shares of common stock; $5.00 par value per share
**27,135,283 
$63,721,921 
*    Party-in-interest as defined by ERISA
**     Cost omitted for participant-directed investments

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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
Origin Bancorp, Inc. Employee Retirement Plan
Date: June 28, 2021By:/s/ Stephen H. Brolly
Stephen H. Brolly, Member, Retirement Plan Committee
/s/ Linda W. Tuten
Linda W. Tuten, Member, Retirement Plan Committee
Exhibit Index
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