SOUTH PLAINS FINANCIAL, INC. 8-K

What Happened

• South Plains Financial, Inc. (SPFI) announced the closing of its previously announced merger with BOH Holdings, Inc. (BOH), effective April 1, 2026. SPFI is the surviving corporation, and immediately after the merger BOH’s subsidiary Bank of Houston merged into SPFI’s subsidiary City Bank, with City Bank surviving.
• BOH shareholders received 0.1925 shares of SPFI common stock per BOH share (adjusted per the agreement), plus cash in lieu of fractional shares. Approximately 2.8 million shares of SPFI common stock were issued as the aggregate consideration. The stock issuance was registered under the Securities Act through a Form S-4 (File No. 333-293068), declared effective February 18, 2026.

Key Details

• Merger effective date: April 1, 2026; Form S-4 declared effective Feb 18, 2026.
• Per-share merger consideration: 0.1925 SPFI shares per BOH share, plus cash for fractional shares.
• Aggregate shares issued to BOH holders: ~2.8 million SPFI common shares.
• Board and management changes: SPFI’s board increased from 6 to 7 directors; James D. Stein was appointed to the SPFI Board (Class II) and to the City Bank Board (Class III). Mr. Stein also joined City Bank’s Credit Risk Committee and entered a 2‑year employment agreement as Houston Market President – BOH with a base salary of at least $350,000, a target bonus of 23.33% of base pay (max 35%), and a 70% cash / 30% RSU bonus split.

Why It Matters

• The transaction is an acquisition/merger that expands SPFI’s franchise and folded Bank of Houston into City Bank; the issuance of ~2.8 million new SPFI shares increases outstanding shares and is a key item investors should consider when evaluating EPS and ownership dilution.
• Governance and leadership changed: the SPFI board grew to seven members and BOH’s nominee (James Stein) now holds board roles and a tied employment agreement with City Bank—this is a related‑party arrangement disclosed under Regulation S-K Item 404.
• The merger consideration and share issuance were completed under a registered Form S-4, so the stock consideration was issued through a public registration process; fractional shares were settled in cash.