SPFI · South Plains Financial, Inc.

South Plains Financial, Inc. finalized its strategic acquisition of BOH Holdings, Inc. through a stock-for-stock merger effective April 1, 2026, following the Reorganization Agreement signed on December 1, 2025. This transaction integrates Bank of Houston into City Bank, expanding SPFI's footprint in the Houston market with BOH's $744 million in assets, $624 million loans, and $603 million deposits as of year-end 2025. The per-share consideration of 0.1925 SPFI shares resulted in 2.8 million new shares issued, registered via an S-4 effective February 18, 2026. Concurrently, to ensure smooth post-merger integration, SPFI expanded its board to seven members by appointing James D. Stein, a key BOH figure, as a Class II director until the 2027 shareholder meeting and to City Bank's board and Credit Risk Committee. Stein's employment agreement as Houston Market President – BOH provides a $350,000 minimum base salary, performance bonus up to 35% (target 23.33%, split 70/30 cash/RSU), and a fixed two-year term focused on transitioning BOH's operations, employees, and customers. This related-party arrangement highlights retention incentives for continuity. The merger, advised by Raymond James for SPFI, positions the combined entity to leverage City Bank's West Texas strength with Houston expansion, as noted in the April 1 press release.