Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures.
The Company’s management has carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial
Officer, of the effectiveness of its “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial
Officer concluded that, as of the end of the period covered by this Report, the disclosure controls and procedures of the Company were effective.
There have been no significant changes in our internal control over financial reporting during the three months ended December 31, 2025 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Report of Management on Internal Control over Financial Reporting .
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. The internal control process has been designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s
financial statements for external reporting purposes in accordance with GAAP.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, utilizing the framework
established in Internal Control – Integrated Framework 2013, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2025 was effective.
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Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in
reasonable detail, transactions and dispositions of assets and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP; (2) receipts and expenditures
are being made only in accordance with authorizations of management and the directors of the Company; and (3) unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial
statements are prevented or timely detected.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Forvis Mazars, LLP, Houston, Texas, (U.S. PCAOB Auditor Firm I.D.: 686 ), an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of December 31, 2025, and issued an unqualified opinion thereon as stated in their report, which appears in Item 8. Financial Statements and Supplementary Data.
Item 9B.
Other Information.
During the three months ended December 31, 2025, 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.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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Part III
Item 10.
Directors, Executive Officers and Corporate Governance.
The information required by this Item is incorporated herein by reference to our Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with
the Securities and Exchange Commission within 120 days after our fiscal year end (the “Proxy Statement”).
In accordance with Item 406 of Regulation S-K, we have adopted a Code of Business Conduct and Ethics that applies to Company executives, directors and employees. The Code
of Business Conduct and Ethics is posted on our website at www.spfi.bank under “Governance.” Within the time period required by the Securities and Exchange Commission, we will post on our website any amendment to the Code of Business
Conduct and Ethics and any waiver applicable to our principal executive officer, principal financial officer, and principal accounting officer or controller.
Item 11.
Executive Compensation.
The information required by this Item is incorporated herein by reference to our Proxy Statement to be filed with the Securities and Exchange Commission within 120 days
after our fiscal year end.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated herein by reference to our Proxy Statement to be filed with the Securities and Exchange Commission within 120 days
after our fiscal year end.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated herein by reference to our Proxy Statement to be filed with the Securities and Exchange Commission within 120 days
after our fiscal year end.
Item 14.
Principal Accounting Fees and Services.
The information required by this Item is incorporated herein by reference to our Proxy Statement to be filed with the Securities and Exchange Commission within 120 days
after our fiscal year end.
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Part IV
Item 15.
Exhibits, Financial Statement Schedules.
(1)
The consolidated financial statements, notes thereto and independent auditors’ report thereon, filed as part hereof, are listed in Item 8.
(2)
All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.
(3)
Exhibits
Exhibit No.
Description
2.1
Agreement and Plan of Merger by and between South Plains Financial, Inc., SPFI Merger Sub, Inc., City Bank, and West Texas State Bank, dated as of July 25, 2019, (incorporated
herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 25, 2019 (File No. 38895)) (schedules to which have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the
SEC upon request).
2.2
Securities Purchase Agreement, dated April 1, 2023, by and among South Plains Financial, Inc., City Bank and Alliant Insurance Services, Inc. (incorporated herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on April 4, 2023) (File No. 001-38895) (schedules to which have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the SEC upon request).
2.3
Agreement and Plan of Reorganization, by and between South Plains Financial, Inc. and BOH Holdings, Inc., dated as of December 1, 2025, (incorporated herein by reference to Exhibit
2.1 to the Current Report on Form 8-K filed with the SEC on December 1, 2025 (File No. 001-38895)) (schedules to which have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the SEC upon request).
3.1
Amended and Restated Certificate of Formation of South Plains Financial, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of South
Plains Financial, Inc. (Registration No. 333-230851) filed April 29, 2019).
3.2
Third Amended and Restated Bylaws of South Plains Financial, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 26,
2025) (File No. 001-38895).
4.1
Specimen common stock certificate of South Plains Financial, Inc. (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1 of South Plains
Financial, Inc. (Registration No. 333-230851) filed April 29, 2019).
4.2
Indenture, dated September 29, 2020, by and between South Plains Financial, Inc. and UMB Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to
the Current Report on Form 8-K filed with the SEC on September 30, 2020 (File No. 001-38895)).
4.3
Form of Fixed to Floating Rate Subordinated Note due September 30, 2030 (included as Exhibit A-2 to the Indenture incorporated herein by reference as Exhibit 4.2 hereto).
4.4
Description of Securities of South Plains Financial, Inc. Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.4 to the Annual Report on
Form 10-K filed with the SEC on March 7, 2025 (File No. 001-38895)).
10.1
Form of Voting Agreement, dated as of July 25, 2019, by and among South Plains Financial, Inc., West Texas State Bank and the shareholders of West Texas State Bank party thereto
(incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 25, 2019 (File No. 38895)).
10.2
Form of Director Support Agreement, dated as of July 25, 2019, by and among South Plains Financial, Inc. and each non-employee director of West Texas State Bank (incorporated herein
by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 25, 2019 (File No. 38895)).
10.3†
Executive Employment Agreement, dated December 18, 2019, by and between South Plains Financial, Inc., City Bank, and Curtis C. Griffith (incorporated herein by reference to Exhibit
10.1 to the Current Report on Form 8-K filed with the SEC on December 19, 2019 (File No. 001-38895)).
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10.4†
Executive Employment Agreement, dated March 6, 2019, by and between South Plains Financial, Inc. and Cory T. Newsom (incorporated herein by reference to Exhibit 10.4 to the
Registration Statement on Form S-1/A of South Plains Financial, Inc. (Registration No. 333-230851) filed April 29, 2019).
10.5†
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 (incorporated herein by reference
to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024 (File No. 001-38895)).
10.6†
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 (incorporated herein by reference to
Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024 (File No. 001-38895)).
10.7†
South Plains Financial, Inc. 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-1/A of South Plains Financial, Inc.
(Registration No. 333-230851) filed April 29, 2019).
10.8†
Form of Stock Option Award Agreement under the South Plains Financial, Inc. 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Registration
Statement on Form S-1/A of South Plains Financial, Inc. (Registration No. 333-230851) filed April 29, 2019).
10.9†
Form of Restricted Stock Unit Award Agreement under the South Plains Financial, Inc. 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registration
Statement on Form S-1 of South Plains Financial, Inc. (Registration No. 333-230851) filed April 29, 2019).
10.10†
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.9 to the Registration Statement on Form S-1/A of South Plains Financial, Inc. (Registration No.
333-230851) filed April 29, 2019).
10.11
Nonqualified Deferred Compensation Plan Basic Plan Document (incorporated herein by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed with the SEC on March 15, 2024
(File No. 001-38895)).
10.12†
Deferred Compensation Plan Adoption Agreement of Cory T. Newsom (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A of South Plains
Financial, Inc. (Registration No. 333-230851) filed April 29, 2019).
10.13†
Joint Beneficiary Designation Agreement of Cory Newsom, effective January 1, 2008 (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1/A of
South Plains Financial, Inc. (Registration No. 333-230851) filed April 29, 2019).
10.14†
Joint Beneficiary Designation Agreement of Cory Newsom, effective April 1, 2014 (incorporated herein by reference to Exhibit 10.7 to the Registration Statement on Form S-1/A of
South Plains Financial, Inc. (Registration No. 333-230851) filed April 29, 2019).
10.15
Board Representation Agreement between South Plains Financial, Inc. and James C. Henry (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form S-1/A
of South Plains Financial, Inc. (Registration No. 333-230851) filed April 29, 2019).
10.16
Form of Note Purchase Agreement, dated as of September 29, 2020, by and among South Plains Financial, Inc. and the Purchasers (incorporated herein by reference to Exhibit 10.1 of
the Current Report on Form 8-K filed with the SEC on September 30, 2020 (File No. 001-38895)).
10.17
Form of Registration Rights Agreement, dated as of September 29, 2020, by and among South Plains Financial, Inc. and the Purchasers (incorporated herein by reference to Exhibit 10.2
of the Current Report on Form 8-K filed with the SEC on September 30, 2020 (File No. 001-38895)).
10.18
Deferred Compensation Plan Adoption Agreement of Steven Crockett, effective January 1, 2008, as amended effective January 1, 2015 (incorporated herein by reference to Exhibit 10.18
to the Annual Report on Form 10-K filed with the SEC on March 15, 2024 (File No. 001-38895)).
10.19
Second Amendment to Steven Crockett Deferred Compensation Plan Adoption Agreement, effective March 15, 2024 (incorporated herein by reference to Exhibit 10.19 to the Annual Report
on Form 10-K filed with the SEC on March 15, 2024 (File No. 001-38895)).
10.20
Form of Voting Agreement, dated as of December 1, 2025, by and among South Plains Financial, Inc., BOH Holdings, Inc. and the shareholders of BOH Holdings, Inc. party thereto
(incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 1, 2025 (File No. 001-38895)).
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10.21
Form of Director Support Agreement, dated as of December 1, 2025, by and among South Plains Financial, Inc. and each non-employee director of BOH Holdings, Inc. (incorporated herein
by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 1, 2025 (File No. 001-38895)).
19.1*
South Plains Financial, Inc. Insider Trading Policy.
21.1*
Subsidiaries of South Plains Financial, Inc.
23.1*
Consent of Independent Registered Public Accounting Firm.
31.1*
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1**
Section 1350 Certification of Chief Executive Officer.
32.2**
Section 1350 Certification of Chief Financial Officer.
97.0
South Plains Financial, Inc. Incentive Award Recoupment Policy (incorporated herein by reference to Exhibit 97.0 to the Annual Report on Form 10-K filed with the SEC on March 7,
2025 (File No. 001-38895)).
101.INS*
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*
Filed with this Annual Report on Form 10-K.
**
Furnished with this Annual Report on Form 10-K.
†
Indicates a management contract or compensatory plan.
Item 16.
Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 5, 2026
By:
/s/ Curtis C. Griffith
Curtis C. Griffith
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates
indicated.
Signature
Title
Date
/s/ Curtis C. Griffith
Curtis C. Griffith
Director (Chairman); Chief Executive Officer (principal executive officer)
March 5, 2026
/s/ Cory T. Newsom
Cory T. Newsom
Director and President
March 5, 2026
/s/ Steven B. Crockett
Steven B. Crockett
Chief Financial Officer and Treasurer (principal financial and accounting officer)
March 5, 2026
/s/ Richard D. Campbell
Richard D. Campbell
Director
March 5, 2026
/s/ Noe G. Valles
Noe G. Valles
Director
March 5, 2026
/s/ Kyle R. Wargo
Kyle R. Wargo
Director
March 5, 2026
/s/ LaDana R. Washburn
LaDana R. Washburn
Director
March 5, 2026
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