v3.26.1
Stock and Incentive Compensation Plans
 6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock and Incentive Compensation Plans
Note 8 — Stock and Incentive Compensation Plans
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”), and the Company’s Omnibus Incentive Plan, which was adopted in April 2024 and was amended and restated in April 2026 (the “Omnibus Plan”).
The 2012 Plan and the Omnibus Plan (collectively, the “Incentive Plans”) are designed to provide flexibility to the Company regarding its ability to motivate, attract and retain the services of key officers, employees and directors. The Incentive Plans allow 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 stock units (“PSU”) or any combination thereof. A maximum of 2,375,000 shares were reserved for issuance under the Incentive Plans. The Omnibus Plan, as amended in April 2026, allows for the issuance of 1,675,000 shares, and no future awards may be granted under the 2012 Plan after adoption of the Omnibus Plan. At June 30, 2026, the maximum number of shares of the Company’s common stock available for grant under the Omnibus Plan was 1,149,971, which reflects the additional 1,000,000 shares available for grant under the Omnibus Plan by amendment of the plan in April 2026.
Additionally, the Company’s stockholders previously approved an employee stock purchase plan (“ESPP”) which qualified as an ESPP under IRS guidelines. The ESPP provides for the purchase of up to an aggregate 1,000,000 shares of the Company’s common stock by employees. 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 expense recognized over the service period based on the grant date fair value of the rights determined at the beginning of the purchase period, adjusted for forfeitures and certain modifications. Forfeitures are recognized as they occur. At June 30, 2026, there was $503,000 of total unrecognized compensation cost related to estimated ESPP shares for the June 1, 2026 - May 31, 2027 ESPP offering period. These costs are expected to be recognized over a period of 0.9 years.
The table below includes the weighted-average assumptions used to calculate the grant date fair value of the ESPP rights for the periods indicated using the Black-Scholes option pricing model:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Expected term (in years)1.001.001.001.00
Dividend yield1.91 %1.91 %1.85 %1.95 %
Risk-free interest rate3.84 4.60 3.89 4.77 
Expected volatility29.37 30.13 29.49 30.26 
The ESPP shares purchased are as follows for the dates indicated:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
ESPP shares purchased50,175 58,568 50,175 58,568 
Shares available for issuance under the ESPP762,297 812,472 762,297 812,472 
The Compensation Committee (“Committee”) has approved, and the Company has granted PSUs to select officers and employees under the Incentive Plans. Each PSU represents a right for the participant 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 PSUs to which the participant may be entitled will vary from 0% to 150% of the target number of PSUs, 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 participant’s continuous service with the Company through the third anniversary of the date of the grant. Each performance period commences on January 1 and ends three years later on December 31 (“Performance Period”).
On December 7, 2022, the Committee and the independent members of the Board also approved a special, one-time stock award to Drake Mills, the Company’s President and Chief Executive Officer (the “One-Time Award”), having an approximate value of $10,000,000, comprised of 129,736 restricted stock units (“CEO RSUs”) and 129,735 market-based performance stock units (“CEO PSUs”), and was effective as of December 13, 2022, (the “Grant Date”). In exchange for the One-Time Award, Mr. Mills agreed to a 2-year non-competition covenant, in addition to the standard non-solicitation of customers and employees covenant included in the Company’s form of award agreement. Pursuant to the One-Time Award, the CEO RSUs shall vest in five approximately equal installments on each of the third, fourth, fifth, sixth and seventh anniversaries of the Grant Date, subject to Mr. Mills’ continued employment with the Company on each respective vesting date, or upon the earlier occurrence of Mr. Mills’ death, disability, termination of employment without cause or resignation for good reason. The CEO PSUs shall be eligible to vest based on achievement of five pre-established stock price hurdles (each, a “Stock Price Hurdle”) during a seven-year performance period (the “CEO Performance Period”). Achievement of each Stock Price Hurdle requires substantial and sustained growth in the Company’s stock price, with each Stock Price Hurdle representing a twenty percent (20%) price appreciation over the 20-day average closing price of the Company’s common stock as of the Grant Date (such that 100% appreciation is required for 100% of the CEO PSUs to vest). Each Stock Price Hurdle must be maintained for twenty consecutive trading days during the CEO Performance Period. Each of the five tranches of CEO PSUs will vest, and become “Achieved PSUs”, on the later of the date that the applicable Stock Price Hurdle is achieved or the third, fourth, fifth, sixth and seventh anniversaries of the Grant Date (provided that the applicable Stock Price Hurdle has been achieved prior to each such anniversary), subject to Mr. Mills’ continued employment with the Company on each respective vesting date, or upon the earlier occurrence of Mr. Mills’ death or disability. If Mr. Mills’ employment is terminated without cause or he resigns for good reason, then any Achieved PSUs will become fully vested and unearned CEO PSUs will remain outstanding and eligible to vest based on achievement of the Stock Price Hurdle during the CEO Performance Period. The One-Time Award was granted pursuant to, and subject to the terms and conditions of, the Origin Bancorp, Inc. 2012 Stock Incentive Plan and the Company’s form of RSU agreement and PSU agreement, respectively.
Simulation InputsYear Ended December 31, 2022
Grant dateDecember 13, 2022
Performance periodseven years
Stock price$36.87 
Expected volatility (1)
33.0 %
Risk-free rate (2)
3.5 
__________________________
(1)The expected volatility was determined based on the historical volatilities of the Company and the specified peer group.
(2)The risk-free interest rate for the performance period was derived from the seven-year continuous U.S. Treasury Yield constant maturity curve on the valuation date.
During the three months ended June 30, 2026, the market condition for the first tranche of the CEO’s one-time PSU award was satisfied, as the Company’s closing stock price exceeded $46.25 for twenty consecutive trading days during the performance period. Accordingly, 25,947 PSUs vested upon satisfaction of the first market condition.
Restricted Stock and Performance Stock Grants
The Company’s RSAs and RSUs 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 seven 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 Company’s PSU awards, excluding the CEO PSUs, are three-year cliff-vested awards, with each unit divided into two categories (“ROAA Unit Group” and “ROAE Unit Group”), composed of an equivalent number of initial PSUs granted. The PSU share amounts do not reflect potential increases or decreases resulting from the interim performance results until the final performance results are determined at the end of the three-year period. The ROAA Unit Group is based upon the Company’s Performance Period Return on Average Assets performance, as defined in the award agreement, and the ROAE Unit Group is based upon the Company’s Performance Period Return on Average Equity performance, as defined in the award agreement. The PSUs are initially valued utilizing the fair value of the Company’s stock at the grant date, assuming 100% of the target number of units are achieved. Subsequent valuation of the PSUs is determined using the ratio of the actual Company’s Performance Period ROAA or ROAE to the Company’s targeted Performance Period ROAA or ROAE. The determination of whether and to what extent the performance criteria has been satisfied during the applicable Performance Period shall be made by the Compensation Committee, in its sole and absolute discretion, including disregarding certain nonrecurring, unusual or infrequent items in the ROAA or ROAE calculation as described further in the PSU award agreement. Forfeitures are recognized as they occur.
The following table summarizes the Company’s award activity:
Six Months Ended June 30,
20262025
SharesWeighted Average Grant-Date Fair ValueSharesWeighted Average Grant-Date Fair Value
Nonvested RSAs, January 1,13,284 $33.89 20,415 $33.06 
Granted RSAs10,458 47.35 14,760 33.89 
Vested RSAs(13,284)33.89 (20,415)33.06 
Nonvested RSAs, June 30,
10,458 47.35 14,760 33.89 
Nonvested RSUs, January 1,337,631 $35.97 352,002 $35.45 
Granted RSUs105,470 45.06 103,669 37.41 
Vested RSUs(102,630)35.01 (85,387)35.07 
Forfeited RSUs(4,985)38.22 (6,865)33.28 
Nonvested RSUs, June 30,
335,486 39.09 363,419 36.14 
Nonvested PSUs, January 1,293,918 $32.31 265,197 $32.07 
Granted PSUs59,047 43.97 55,650 39.50 
Vested PSUs(1)
(25,947)31.91 (17,191)44.77 
Forfeited PSUs(2)
(43,882)39.56 (9,738)44.77 
Nonvested PSUs, June 30,
283,136 33.66 293,918 32.31 
__________________________
(1)PSUs vested during the six months ended June 30, 2026, represent the first tranche of the CEO's one-time PSU award discussed above.
(2)PSUs forfeited during the six months ended June 30, 2026 and 2025, includes forfeiture of incremental shares upon final measurement of performance metrics.
At June 30, 2026, there was $408,000, $11.3 million and $5.5 million of total unrecognized compensation cost related to nonvested RSA shares, RSU shares and PSU shares under the Incentive Plans, respectively. Those costs are expected to be recognized over a weighted-average period of 0.81, 2.47 and 2.28 years for RSA, RSU and PSU shares, respectively.
Share-based compensation cost charged to income for the three and six months ended June 30, 2026 and 2025, is presented below. There was no stock option expense for any of the periods shown.
Three Months Ended June 30,Six Months Ended June 30,
(Dollars in thousands)2026202520262025
RSA & RSU$1,517 $1,186 $2,902 $2,349 
PSU869 750 1,785 1,289 
ESPP130 131 233 244 
Total stock compensation expense$2,516 $2,067 $4,920 $3,882 
Related tax benefits recognized in net income$528 $434 $1,033 $815 
Stock Option Grants
The Company had previously issued common stock options to select officers and employees primarily through individual agreements. All of the options are fully vested, and as of June 30, 2026, fully exercised, and there are no options outstanding, excluding the options assumed in conjunction with the BTH merger as described further below.
In conjunction with the BTH merger, the Company assumed the BTH 2012 Equity Incentive Plan and converted all outstanding options to purchase BTH common stock into options to purchase an aggregate of 611,676 shares of the Company’s common stock. Under the terms of applicable change in control provisions within the BTH 2012 Equity Incentive Plan and BTH Notice Of Stock Option Award, all BTH stock options fully vested immediately prior to the closing of the merger that occurred on August 1, 2022. As of June 30, 2026, BTH converted options have no expiration dates past February 16, 2031, and no further grants will be made under the BTH 2012 Equity Incentive Plan.
The table below summarizes the Company’s option activity:
(Dollars in thousands, except per share amounts)Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value
Six Months Ended June 30, 2026
Outstanding at January 1, 2026
184,670 $33.41 2.97$781 
Exercised(133,376)33.21 — 1,640 
Expired and forfeited(331)37.01 — — 
Outstanding and exercisable at June 30, 2026
50,963 33.90 2.91879 
Six Months Ended June 30, 2025
Outstanding at January 1, 2025
225,834 $32.24 3.72$614 
Exercised(20,657)28.99 — 166 
Expired and forfeited(1,324)37.39 — — 
Outstanding and exercisable at June 30, 2025
203,853 32.54 3.29786