South Plains Financial, Inc. 8-K Filing

Ticker: SPFI · Form: 8-K · Filed: Dec 1, 2025 · CIK: 1163668

South Plains Financial, Inc. 8-K Filing Summary
FieldDetail
CompanySouth Plains Financial, Inc. (SPFI)
Form Type8-K
Filed DateDec 1, 2025
Pages13
Reading Time16 min
Key Dollar Amounts$1.00, $37.79, $105.9 million, $4,235,314
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by South Plains Financial, Inc. (ticker: SPFI) to the SEC on Dec 1, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $1.00 (ich registered Common Stock, par value $1.00 per share SPFI The Nasdaq Stock Mar); $37.79 (thereof. Based on the closing price of $37.79 for SPFI common stock on November 28, 2); $105.9 million (ave an aggregate value of approximately $105.9 million. Immediately following the consummatio); $4,235,314 (ther provides that a termination fee of $4,235,314 will be payable by BOH in connection wi).

How long is this filing?

South Plains Financial, Inc.'s 8-K filing is 13 pages with approximately 3,886 words. Estimated reading time is 16 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 3,886 words · 16 min read · ~13 pages · Grade level 16.5 · Accepted 2025-12-01 16:38:06

Key Financial Figures

  • $1.00 — ich registered Common Stock, par value $1.00 per share SPFI The Nasdaq Stock Mar
  • $37.79 — thereof. Based on the closing price of $37.79 for SPFI common stock on November 28, 2
  • $105.9 million — ave an aggregate value of approximately $105.9 million. Immediately following the consummatio
  • $4,235,314 — ther provides that a termination fee of $4,235,314 will be payable by BOH in connection wi

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. On December 1, 2025, South Plains Financial, Inc., a Texas corporation ("SPFI"), and BOH Holdings, Inc., a Texas corporation ("BOH"), entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement"), providing for the acquisition by SPFI of BOH through the merger of BOH with and into SPFI, with SPFI surviving the merger (the "Merger"). Pursuant to the terms and subject to the conditions of the Reorganization Agreement, which has been unanimously approved by the boards of directors of each of SPFI and BOH, each share of BOH common stock issued and outstanding immediately prior to the effective time of the Merger (the "effective time") will be converted into the right to receive, without interest, 0.1925 shares of SPFI common stock, subject to adjustment pursuant to the terms of the Reorganization Agreement (the "Exchange Ratio") , plus cash in lieu of any fractional shares. In addition, at the effective time, each issued, outstanding and unexercised BOH warrant immediately prior to the effective time (the "BOH Warrants") shall cease to represent a right to acquire shares of BOH common stock and shall be converted automatically into the right to receive cash consideration from SPFI equal to the excess (if any) of the Per Share Merger Consideration Value (as defined in the Reorganization Agreement) over the exercise price per share of each of the BOH Warrants calculated immediately prior to the effective time. If the Per Share Merger Consideration Value is less than or equal to the exercise price per share of the applicable BOH Warrants, then such BOH Warrant shall be cancelled with no payment due in respect thereof. Further, at the effective time, each BOH restricted stock award that is outstanding immediately prior to the effective time shall convert automatically into the right to receive the Per Share Merger Consideration (as defined in the Reorganization Agreement) in respect of each s

01

Item 7.01 Regulation FD Disclosure. On December 1 , 2025, SPFI issued a press release announcing the execution of the Reorganization Agreement. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. SPFI is providing supplemental information regarding the Merger in the investor presentation attached as Exhibit 99.2 to this Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 2.1 Agreement and Plan of Reorganization, by and between South Plains Financial, Inc. and BOH Holdings, Inc., dated as of December 1, 2025 (Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.) 10.1 Form of Voting Agreement 10.2 Form of Director Support Agreement 99.1* Press release issued by South Plains Financial, Inc., dated December 1, 2025 99.2* Investor Presentation, dated December 1, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Furnished, not filed. Cautionary Statement Regarding Forward-Looking Statements This communication contains, and future oral and written statements of South Plains Financial, Inc. ("South Plains," "SPFI," or the "Company") and of Section 27A of the Securities Act. These forward-looking statements reflect South Plains' current views with respect to future events and South Plains' financial performance. Any statements about South Plains' expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as "anticipate," "believes," "can," "could," "may," "predicts," "potential," "should," "will," "estimate," "plans," "projects," "continuing," "ongoing," "expects," "intends" and similar words or phrases. South Plains ca

SIGNATURES

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 hereunto duly authorized. SOUTH PLAINS FINANCIAL, INC. Dated: December 1, 2025 By: /s/ Steven B. Crockett Steven B. Crockett Chief Financial Officer and Treasurer

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