8-K - South Plains Financial, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

South Plains Financial, Inc. completed its merger with BOH Holdings, Inc. on April 1, 2026, issuing approximately 2.8 million shares of SPFI common stock and appointing James D. Stein to its board and as Houston Market President.

Key Takeaways

1Merger of BOH into SPFI completed effective April 1, 2026, with Bank of Houston merging into City Bank.

2BOH shareholders received 0.1925 SPFI shares per BOH share, totaling 2.8 million SPFI shares issued.

3SPFI Board expanded from 6 to 7 directors, appointing James D. Stein as Class II director until 2027 annual meeting.

4Stein appointed to City Bank Board as Class III director until 2028 and to its Credit Risk Committee.

5Stein employed as Houston Market President – BOH with $350,000 base salary, 23.33% target bonus for 2-year term.

6BOH had $744 million assets, $624 million loans, $603 million deposits as of December 31, 2025.

Current Report Details

Event Type

Asset Acquisition+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

2.01

| Completion of Acquisition or Disposition of Assets. | |---|---| As previously announced, on December 1, 2025, South Plains Financial, Inc., a Texas corporatio

Asset Acquisition

5.02

| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |---|---|

Management Change

$350.0K

8.01

| Other Events. | |---|---| On April 1, 2026, SPFI issued a press release announcing the completion of the Merger, a copy of which is attached as Exhibit 99.1 t

Other Event

9.01

| Financial Statements and Exhibits. | |---|---| | | (d) | Exhibits. | |---|---|---| | | 10.1 | Employment Agreement, by and between City Bank and James D. Stei

Exhibits Only

Source Document

Executive & Director Changes

James D. Stein

Director, SPFI Board (Class II); Director, City Bank Board (Class III); Credit Risk Committee, City Bank Board; Houston Market President – BOH, City Bank

Appointed/Elected

Effective: April 1, 2026

Pursuant to Reorganization Agreement

Transaction Details

Acquisition / Disposition

Target: BOH Holdings, Inc. and Bank of Houston
Consideration: 0.1925 shares of SPFI common stock per share of BOH common stock (total approximately 2.8 million SPFI shares) plus cash in lieu of fractional shares
Structure: Merger of BOH with and into SPFI (SPFI surviving); subsequent merger of Bank of Houston with and into City Bank (City Bank surviving)

•Reorganization Agreement entered December 1, 2025
•Merger effective April 1, 2026

Exhibits (3)

10.1

EXHIBIT 10.1

8-K

99.1

EXHIBIT 99.1