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South Plains Financial, Inc. and BOH Holdings, Inc. Announce All Required Regulatory and Shareholder Approvals Received for Proposed Merger

(Moderate)
(Neutral)

South Plains Financial (NASDAQ:SPFI) and BOH Holdings announced that all required regulatory and shareholder approvals for their proposed merger have been received.

BOH shareholders approved the merger on March 20, 2026. The Federal Reserve, FDIC and Texas Department of Banking issued approvals or non‑objections. The transaction is expected to close on April 1, 2026, subject to customary closing conditions.

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Positive

  • BOH shareholder approval on March 20, 2026
  • Regulatory approvals from Federal Reserve, FDIC, Texas Department of Banking
  • Expected transaction close on April 1, 2026
  • South Plains to continue as surviving corporation after merger
  • City Bank to continue as surviving bank after merger

Negative

  • Completion is subject to remaining customary closing conditions
  • Press release contains no financial terms or deal value disclosed

News Market Reaction – SPFI

-0.35%
-0.35% Session close to close

In the Mar 24 session, SPFI declined 0.35%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms all regulatory and BOH shareholder approvals are in place for South Plain...
Analysis

This announcement confirms all regulatory and BOH shareholder approvals are in place for South Plains Financial’s merger with BOH Holdings, with closing expected on April 1, 2026. It advances a transaction previously detailed as an all‑stock deal creating a $5.4B-asset franchise with projected 25% cost savings at BOH and 11% EPS accretion in 2027. Investors may monitor closing execution, integration progress in Houston, and whether the combined bank delivers the pro forma earnings and capital metrics previously outlined.

Key Figures

Deal value: $106 million Exchange ratio: 0.1925 SPFI shares Pro forma assets: $5.4 billion +5 more
8 metrics
Deal value $106 million Approximate consideration for BOH acquisition (KBRA comment)
Exchange ratio 0.1925 SPFI shares Per BOH share in all‑stock merger
Pro forma assets $5.4 billion Combined bank assets post‑BOH acquisition
Pro forma loans $3.8 billion Combined loan balance post‑BOH acquisition
Pro forma deposits $4.6 billion Combined deposits post‑BOH acquisition
Cost savings 25% Expected operating cost reductions at BOH by 2027
EPS accretion 11% Expected EPS impact in 2027 from BOH deal
TBV earnback less than 3.0 years Tangible book value earnback period for transaction

Previous Acquisition Reports

2 past events · Latest: Dec 04 (Positive)
Same Type Pattern 2 events
Date Event Sentiment 24h Move Catalyst
Dec 04 Acquisition commentary Positive +1.5% KBRA analysis of BOH acquisition terms, cost savings, and capital metrics.
Dec 01 Acquisition announcement Positive -0.5% Initial all‑stock agreement to acquire BOH and expand Houston footprint.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Acquisition-related headlines for SPFI have produced modest reactions, with one positive and one slightly negative move, averaging about 0.51% in magnitude.

Recent Company History

Recent acquisition news for South Plains Financial has focused on its all‑stock purchase of BOH Holdings. In December 2025, SPFI agreed to acquire BOH in a deal valued around $105.9–$106 million, creating a pro forma bank with about $5.4B in assets. A subsequent KBRA comment highlighted expected 25% cost savings and solid pro forma capital. Today’s announcement that all regulatory and shareholder approvals are in hand advances this same transaction toward its expected April 1, 2026 closing.

Key Terms

board of governors of the federal reserve system, federal deposit insurance corporation, texas department of banking
3 terms
board of governors of the federal reserve system regulatory
"regulatory approvals and non-objections from the Board of Governors of the Federal Reserve System"
A seven-member federal agency that leads the U.S. central bank system and sets key interest rates and rules for banks, acting like the steering committee that guides the country’s money supply and financial stability. Investors watch its decisions because changes in interest rates and bank rules affect borrowing costs, corporate profits, stock valuations and overall market confidence, similar to how a change in road signals alters traffic flow and travel times.
federal deposit insurance corporation regulatory
"regulatory approvals and non-objections from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation"
A U.S. government agency that insures customer deposits at member banks up to a set limit, acting like a safety net so people don’t lose their cash if a bank fails. It matters to investors because it helps maintain confidence in the banking system, reduces the chance of sudden withdrawals or bank runs, and can influence the stability and share prices of banks and financial markets.
texas department of banking regulatory
"and the Texas Department of Banking regarding the proposed merger"
The Texas Department of Banking is the state agency that charters, supervises and regulates banks, trust companies and certain financial service providers operating in Texas. Think of it as a safety inspector and rulemaker for these institutions: it licenses firms, monitors their health, enforces banking laws and steps in to protect depositors when problems arise. For investors, its oversight affects the safety, transparency and legal compliance of financial firms, which can influence credit risk, market confidence and the value of related securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LUBBOCK, Texas, March 23, 2026 (GLOBE NEWSWIRE) -- South Plains Financial, Inc. (NASDAQ:SPFI) (“South Plains” or the “Company”), the parent company of City Bank (“City Bank” or the “Bank”), and BOH Holdings, Inc. (“BOH”), the parent company of Bank of Houston, today jointly announced that, on March 20, 2026, the shareholders of BOH approved the previously announced proposed merger of BOH with and into South Plains, with South Plains continuing as the surviving corporation, followed by the proposed merger of Bank of Houston with and into City Bank, with City Bank continuing as the surviving bank.

The Company has also received the required regulatory approvals and non-objections from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Texas Department of Banking regarding the proposed merger.

All required regulatory and shareholder approvals to complete the proposed merger have now been received and the proposed merger is expected to be completed on April 1, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions.

About South Plains Financial, Inc.

South Plains is the bank holding company for City Bank, a Texas state-chartered bank headquartered in Lubbock, Texas. City Bank is one of the largest independent banks in West Texas and has additional banking operations in the Dallas, El Paso, Greater Houston, the Permian Basin, and College Station, Texas markets, and the Ruidoso, New Mexico market. South Plains provides a wide range of commercial and consumer financial services to small and medium-sized businesses and individuals in its market areas. Its principal business activities include commercial and retail banking, along with investment, trust and mortgage services. Please visit https://www.spfi.bank for more information.

About BOH Holdings, Inc.

BOH Holdings, Inc. is the bank holding company for Bank of Houston, a Texas state-chartered bank headquartered in Houston, Texas. Bank of Houston is a community-oriented, full service financial institution that provides a broad array of banking services to small and middle market companies, business owners, executives, entrepreneurs and families. Bank of Houston is a locally-owned, independent financial institution and is engaged in substantially all of the business operations (except for trust services) customarily conducted by independent financial institutions in Texas. Lending activities consist principally of residential real estate, commercial real estate, personal loans, and mortgage loans.

Available Information

The Company routinely posts important information for investors on its web site (under www.spfi.bank and, more specifically, under the News & Events tab at www.spfi.bank/news-events/press-releases). The Company intends to use its web site as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD (Fair Disclosure) promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, investors should monitor the Company’s web site, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.

The information contained on, or that may be accessed through, the Company’s web site is not incorporated by reference into, and is not a part of, this document.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect South Plains’ current views with respect to future events and South Plains’ 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 cautions that the forward-looking statements in this press release are based largely on South Plains’ expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond South Plains’ control. Factors that could cause such changes include, but are not limited to, the expected impact of the proposed transaction between South Plains and BOH and on the combined entities’ operations, financial condition, and financial results; the businesses of South Plains and BOH may not be combined successfully, or such combination may take longer to accomplish than expected; the cost savings from the proposed transaction may not be fully realized or may take longer to realize than expected; operating costs, customer loss and business disruption following the proposed transaction, including adverse effects on relationships with employees, may be greater than expected; the impact on South Plains and BOH, and their respective customers, of a decline in general economic conditions that would adversely affect credit quality and loan originations, and any regulatory responses thereto; slower economic growth rates or potential recession in the United States and South Plains’ and BOH’s market areas; the impacts related to or resulting from uncertainty in the banking industry as a whole; increased competition for deposits in our market areas among traditional and nontraditional financial services companies, and related changes in deposit customer behavior; the impact of changes in market interest rates, whether due to a continuation of the elevated interest rate environment or further reductions in interest rates and a resulting decline in net interest income; the lingering inflationary pressures, and the risk of the resurgence of elevated levels of inflation, in the United States and South Plains’ and BOH’s market areas; the uncertain impacts of ongoing quantitative tightening and current and future monetary policies of the Board of Governors of the Federal Reserve System; changes in unemployment rates in the United States and South Plains’ and BOH’s market areas; adverse changes in customer spending, borrowing and savings habits; declines in commercial real estate values and prices; a deterioration of the credit rating for U.S. long-term sovereign debt or the impact of uncertain or changing political conditions, including federal government shutdowns and uncertainty regarding United States fiscal debt, deficit and budget matters; cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; severe weather, natural disasters, acts of war or terrorism, geopolitical instability or other external events, including as a result of the policies of the current U.S. presidential administration or Congress; the impacts of tariffs, sanctions, and other trade policies of the United States and its global trading counterparts and the resulting impact on South Plains and its customers; competition and market expansion opportunities; changes in non-interest expenditures or in the anticipated benefits of such expenditures; the risks related to the development, implementation, use and management of emerging technologies, including artificial intelligence and machine learnings; potential costs related to the impacts of climate change; current or future litigation, regulatory examinations or other legal and/or regulatory actions; and changes in applicable laws and regulations. Additional information regarding these risks and uncertainties to which South Plains’ business and future financial performance are subject is contained in South Plains’ most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q on file with the SEC, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of such documents, and other documents South Plains files or furnishes with the SEC from time to time, which are available on the SEC’s website, www.sec.gov. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements due to additional risks and uncertainties of which South Plains is not currently aware or which it does not currently view as, but in the future may become, material to its business or operating results. Due to these and other possible uncertainties and risks, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized and readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. Any forward-looking statements presented herein are made only as of the date of this press release, and South Plains does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, new information, the occurrence of unanticipated events, or otherwise, except as required by applicable law. All forward-looking statements, express or implied, included in the press release are qualified in their entirety by this cautionary statement.

Contact:Mikella Newsom, Chief Risk Officer and Secretary
 (866) 771-3347
 investors@city.bank
  

Source: South Plains Financial, Inc.


FAQ

When will the SPFI and BOH merger be completed?

The merger is expected to be completed on April 1, 2026, subject to customary closing conditions. According to the company, remaining closing conditions must be satisfied or waived before the transaction becomes final.

What regulatory approvals did South Plains (SPFI) receive for the BOH merger?

SPFI received approvals or non‑objections from the Federal Reserve, FDIC, and Texas Department of Banking. According to the company, those regulators granted the required clearances for the proposed merger to proceed.

Did BOH shareholders approve the merger with South Plains (SPFI)?

Yes. BOH shareholders approved the proposed merger on March 20, 2026. According to the company, that shareholder vote satisfied one of the final prerequisites for completing the transaction.

Which bank will survive after the SPFI and BOH merger?

South Plains will continue as the surviving corporation and City Bank will continue as the surviving bank. According to the company, Bank of Houston will merge into City Bank as part of the transaction.

Are there any disclosed financial terms or deal value for the SPFI–BOH merger?

No financial terms or transaction value were disclosed in the announcement. According to the company, the release confirmed approvals and timing but did not provide deal consideration details.