SOUTH PLAINS FINANCIAL, INC. 10-Q

Item 5. Other Information During the three months ended September 30, 2024, none of the 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. Announcement of Designation of Principal Executive Officer The Company’s Board of Directors routinely reviews and considers the roles and responsibilities of the Company’s executive officers on an annual basis. As a result of such routine annual review, effective November 5, 2024, the Company’s Board of Directors determined that it is most appropriate for Mr. Cory T. Newsom, the current President of the Company, to be designated as the principal executive officer of the Company. Previously, Mr. Curtis C. Griffith, the Chairman and Chief Executive Officer of the Company, was designated as the principal executive officer of the Company for SEC reporting purposes. 52 Table of Contents Mr. Griffith will continue to serve as Chairman and Chief Executive Officer of the Company and his role and responsibilities within the organization have not been diminished. The change in designation of the Company’s principal executive officer was approved by the Company’s Board of Directors in light of Mr. Newsom’s responsibilities and role within the organization as President of the Company, as well as the Company’s upcoming loss of its status as an emerging growth company on December 31, 2024, which will require additional and more robust executive compensation disclosures of the Company’s named executive officers. Because Mr. Newsom is currently, and is expected to remain, the highest compensated executive officer of the Company, the designation of Mr. Newsom as the principal executive officer of the Company is also intended to provide a more fulsome pay ratio disclosure, as will be required under Item 402(u) of Regulation S-K following the Company’s upcoming loss of its status as an emerging growth company. Amendment to Employment Agreement with Curtis C. Griffith. On November 5, 2024, the Company’s Board of Directors approved an Amendment No. 2 to that certain Employment Agreement, dated December 18, 2019, by and among the Company, City Bank and Mr. Curtis C. Griffith, as previously amended by an Amendment No. 1, dated December 15, 2021 (as so amended, the “Griffith Employment Agreement”), providing for: (i) an increase in Mr. Griffith’s annual base salary to $425,000, annualized, commencing with the first pay period for January 1, 2025, and (ii) a cost-of-living adjustment of $14,200 to Mr. Griffith’s annual base salary on January 1st of each year beginning with January 1, 2026. The foregoing description is a summary of the Griffith Employment Agreement, the Amendment No. 1 thereto, and the Amendment No. 2 thereto, and is qualified in its entirety by reference to the copy of the Griffith Employment Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2019, the copy of the Amendment No. 1 filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2021, and the copy of the Amendment No. 2 that is filed as Exhibit 10.1 to this Form 10-Q, respectively, and is hereby incorporated herein by reference. Amendment to Employment Agreement with Cory T. Newsom On November 5, 2024, the Company’s Board of Directors approved an Amendment No. 2 to that certain Employment Agreement, dated March 6, 2019, by and among the Company, City Bank and Mr. Cory T. Newsom, as previously amended by an Amendment No. 1, dated December 15, 2021 (as so amended, the “Newsom Employment Agreement”), providing for: (i) an increase in Mr. Newsom’s annual base salary to $720,000, annualized, commencing with the first pay period for January 1, 2025, and (ii) a cost-of-living adjustment of $24,000 to Mr. Newsom’s annual base salary on January 1st of each year beginning with January 1, 2026. The foregoing description is a summary of the Newsom Employment Agreement, the Amendment No. 1 thereto, and the Amendment No. 2 thereto, and is qualified in its entirety by reference to the copy of the Newsom Employment Agreement filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 29, 2018, the copy of the Amendment No. 1 filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2021, and the copy of the Amendment No. 2 that is filed as Exhibit 10.2 to this Form 10-Q, respectively, and is hereby incorporated herein by reference. 53 Table of Contents Item 6. Exhibits Exhibit Number Description 3.1 Amended and Restated Certificate of Formation of South Plains Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on 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). 10.1* Amendment No. 2 to Employment Agreement, by and among City Bank, Curtis C. Griffith and South Plains Financial, Inc., dated as of November 5, 2024. 10.2* Amendment No. 2 to Employment Agreement, by and among City Bank, Cory T. Newsom and South Plains Financial, Inc., dated as of November 5, 2024 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. 99.1 South Plains Financial, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on July 15, 2024) (File No. 333-280809). 99.2 Amendment No. 1 to South Plains Financial, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on July 15, 2024) (File No. 333-280809). 101* The following material from South Plains Financial, Inc.’s Form 10-Q for the quarter ended September 30, 2024, formatted in XBRL (eXtensible Business Reporting Language), filed herewith: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (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 54 Table of Contents 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 6, 2024 By: /s/ Curtis C. Griffith Curtis C. Griffith Chairman and Chief Executive Officer Date: November 6, 2024 By: /s/ Steven B. Crockett Steven B. Crockett Chief Financial Officer and Treasurer 55