UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices including zip code) | ||
(318 ) 255-2222
| (Registrant's telephone number, including area code) | ||
Not Applicable
| (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
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. ¨ | |||||
| ITEM 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | ||||
On May 9, 2023, Origin Bancorp, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, provided written notice to The Nasdaq Stock Market LLC (“Nasdaq”) of its determination to voluntarily withdraw the principal listing of the Company’s voting common stock, $5.00 par value per share (the “Common Stock”), from Nasdaq and transfer the listing to the New York Stock Exchange (“NYSE”). The Company expects that listing and trading of its Common Stock on Nasdaq will end at market close on May 19, 2023, and that trading will commence on the NYSE at market open on May 22, 2023.
The Common Stock has been authorized for listing on NYSE, where it will trade under the new stock symbol “OBK.”
| ITEM 7.01 | Regulation FD Disclosure | ||||
On May 9, 2023, the Company issued a press release announcing the anticipated transfer of the principal listing of the Common Stock to the NYSE, a copy of which is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the limitations of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| ITEM 9.01 | Financial Statements and Exhibits | ||||
| (d) | Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K. | ||||
| Exhibit 99.1 | |||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 9, 2023 | ORIGIN BANCORP, INC. | |||||||
By: /s/ William J. Wallace, IV | ||||||||
| William J. Wallace, IV | ||||||||
| Senior Executive Officer and Chief Financial Officer | ||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
May 9, 2023
ORIGIN BANCORP, INC. ANNOUNCES TRANSFER OF LISTING OF COMMON STOCK TO THE NEW YORK STOCK EXCHANGE
RUSTON, Louisiana (May 9, 2023) – Origin Bancorp, Inc. (NASDAQ: OBNK) (“Origin”), the parent company of Origin Bank, announced today that it is transferring the listing of its common stock to the New York Stock Exchange (“NYSE”) from The Nasdaq Stock Market LLC (“Nasdaq”). Origin’s common stock is expected to begin trading on the NYSE on Monday, May 22, 2023, under the new ticker symbol of “OBK”. Origin expects its common stock to continue to trade on Nasdaq until the close of the market on May 19, 2023.
“We are excited to take this next step in our journey as a public company. Since our founding in 1912, we have been committed to providing meaningful value to our employees, customers, communities and shareholders,” said Drake Mills, chairman, president and CEO of Origin. “As a sophisticated and agile community bank serving communities across Texas, Louisiana and Mississippi, we look forward to joining many of the world’s leading and most prestigious companies that trade on the NYSE and are excited to leverage the NYSE platform and trading model for the benefit of our shareholders.”
"We’re thrilled to welcome Origin to the New York Stock Exchange,” said John Tuttle, Vice Chair, NYSE Group. “As a highly-respected community bank that emphasizes unwavering support and loyalty to its employees, customers, communities and shareholders, Origin is a welcome addition to the NYSE community of the world’s greatest companies.”
About Origin Bancorp, Inc.
Origin Bancorp, Inc. is 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 60 banking centers located in Dallas/Fort Worth, East Texas, Houston, North Louisiana and Mississippi. For more information, visit www.origin.bank.
Contact Information
Investor Relations
Chris Reigelman
318-497-3177
chris@origin.bank
Media Contact
Ryan Kilpatrick
318-232-7472
rkilpatrick@origin.bank