Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On May 5, 2023, the Company’s board of directors approved a stock repurchase program pursuant to which the Company may, from time to time, purchase up to $15.0 million of its outstanding shares of common stock
(the “Program”). The shares may be repurchased from time to time in privately negotiated transactions or the open market, including pursuant to Rule 10b5-1 trading plans, and in accordance with applicable regulations of the SEC. The Company
is not obligated to purchase any shares of its common stock under the Program and the timing and exact amount of any repurchases will depend on various factors including, the performance of the Company’s stock price, general market and other
conditions, applicable legal requirements and other factors. The Program may be terminated or amended by the Company’s board of directors at any time prior to the expiration date of May 5, 2024.
The following table summarizes the Company’s share repurchase activity for the three months ended September 30, 2023.
Total Shares
Repurchased
Average Price
Paid Per Share
Total Dollar Amount
Purchased Pursuant to
Publicly-Announced Plan
Maximum Dollar Amount
Remaining Available for
Repurchase Pursuant to
Publicly-Announced Plan
July 2023
38,386
$
23.37
$
896,996
$
11,554,884
August 2023
164,525
26.77
4,404,344
7,150,540
September 2023
151,610
26.51
4,019,466
3,131,074
Total
354,521
Item 3.
Defaults upon Senior Securities
Not applicable.
Item 4.
Mine Safety Disclosures
Not applicable.
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Item 5.
Other Information
During the three months ended September 30, 2023, no directors or officers of the Company adopted
or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item
408 of Regulation S-K.
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Item 6.
Exhibits
Exhibit
Number
Description
2.1
Securities Purchase Agreement, dated April 1, 2023, by and among South Plains Financial, Inc., City Bank and Alliant Insurance Services, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed with the SEC on April 4, 2023) (File No. 001-38895).
3.1
Amended and Restated Certificate of Formation of South Plains Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed with the SEC on April 12, 2019) (File No. 333-230851).
3.2
Second Amended and Restated Bylaws of South Plains Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021) (File No.
001-38895).
31.1*
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*
The following material from South Plains Financial, Inc.’s Form 10-Q for the quarter ended September 30, 2023, formatted in XBRL (eXtensible Business Reporting Language), filed herewith: (i) Consolidated
Balance Sheets, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Consolidated Financial
Statements.
*
Filed with this Form 10-Q
**
Furnished with this Form 10-Q
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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.
South Plains Financial, Inc.
Date:
November 7, 2023
By:
/s/ Curtis C. Griffith
Curtis C. Griffith
Chairman and Chief Executive Officer
Date:
November 7, 2023
By:
/s/ Steven B. Crockett
Steven B. Crockett
Chief Financial Officer and Treasurer
59
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.