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South Plains Financial (SPFI) plans CEO handoff and 300,000-share repurchase

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

South Plains Financial, Inc. announced a planned leadership transition and governance changes. Chairman and CEO Curtis C. Griffith will retire as Chief Executive Officer effective December 31, 2026, remain Chairman, and continue as a director of the Company and City Bank.

The board appointed Cory T. Newsom, currently President and a long-time executive and director, to become Chief Executive Officer effective upon Griffith’s retirement. Griffith entered into a Retirement and Consultancy Agreement providing severance consistent with a termination without cause, a monthly consultancy fee, accelerated equity vesting, COBRA-related payments, and a $125,000 restricted stock unit grant vesting one year after January 1, 2027.

The Company and Griffith also plan a Stock Repurchase Agreement under which the Company will repurchase 300,000 shares of its common stock from Griffith in a private transaction on or before June 30, 2026 at a price equal to the prior-day closing market price. Separately, the Company terminated a Board Representation Agreement with Henry TAW LP after its ownership fell below 10%, while its designee Richard D. Campbell will continue to serve as Lead Independent Director and is expected to be nominated for re-election in 2029.

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Insights

Planned CEO transition with insider share repurchase and governance cleanup.

South Plains Financial is executing a long-planned CEO handoff from Curtis Griffith to long-time President Cory Newsom at year-end 2026. Griffith remains Chairman and consultant, providing continuity while day-to-day leadership shifts to an experienced internal successor with deep institutional knowledge.

The Retirement and Consultancy Agreement grants severance aligned with a no-cause termination, accelerated equity vesting, COBRA-related payments, a $11,458.34 monthly consulting fee, and a $125,000 RSU grant. These economics reflect a structured transition rather than an abrupt change, and existing non-compete and confidentiality obligations continue.

The planned repurchase of 300,000 shares from Griffith at market price, outside the standing buyback program, modestly reduces public float while simplifying his ownership. Termination of Henry TAW LP’s board representation, after its stake declined below 10%, aligns board rights with a more dispersed shareholder base. Subsequent disclosures in future company filings may provide additional detail on post-transaction ownership and capital deployment priorities.

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO retirement effective date December 31, 2026 Curtis C. Griffith steps down as Chief Executive Officer
Shares to be repurchased 300,000 shares Company repurchase from Curtis Griffith by June 30, 2026
Consulting fee $11,458.34 per month Monthly consultancy payment to Griffith during Consultancy Period
RSU grant value $125,000 Restricted stock units granted to Griffith on January 1, 2027
Chairman annual fee $50,000 per year Fee for Griffith serving as Chairman of the Board
Company board director fee $20,000 per year Annual fee for Griffith serving on Company’s board
Bank board director fee $42,500 per year Annual fee for Griffith serving on City Bank’s board
Henry TAW LP ownership threshold Less than 10% Current stake triggering termination of Board Representation Agreement
Board Representation Agreement governance
"mutually agreed to terminate that certain Board Representation Agreement, dated March 7, 2019"
Retirement and Consultancy Agreement governance
"the Company and the Bank entered into a Retirement and Consultancy Agreement with Mr. Griffith"
Stock Repurchase Agreement financial
"the Company and Mr. Griffith intend to enter into a Stock Repurchase Agreement"
Non-Competition, Non-Solicitation and Confidentiality Agreement legal
"including Mr. Griffith’s Non-Competition, Non-Solicitation and Confidentiality Agreement"
COBRA coverage other
"a lump sum payment equal to twenty-four months of premiums associated with COBRA coverage"
termination without “cause” legal
"treat Mr. Griffith’s termination of employment as a termination without “cause” as defined under his Executive Employment Agreement"
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM 8-K
____________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2026
____________________

South Plains Financial, Inc.
(Exact name of registrant as specified in its charter)
____________________

Texas
001-38895
75-2453320
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

5219 City Bank Parkway
Lubbock, Texas
 
79407
(Address of principal executive offices)
 
(Zip Code)

(806) 792-7101
(Registrant’s telephone number, including area code)
____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
SPFI
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


Item 1.02
Termination of a Material Definitive Agreement.

The Board of Directors (the “Board”) of South Plains Financial, Inc. (the “Company”) routinely assesses the Company’s corporate governance function on an ongoing basis, including composition and succession strategy for the Board and management, as well as the rights of its principal shareholders. As part of that assessment, the Company is announcing a transition within its management team as described in Item 5.02 of this Current Report on Form 8-K below.

In addition, and as a result of changes in the Company’s shareholder ownership since 2019, Henry TAW LP (the “Shareholder”) and the Company mutually agreed to terminate that certain Board Representation Agreement, dated March 7, 2019 (the “Board Representation Agreement”), by and between the Shareholder and the Company, pursuant to which the Shareholder had the right to designate one (1) individual for nomination to the Board, subject to the terms and conditions set forth therein. The Board Representation Agreement was terminated effective as of June 17, 2026.

The Shareholder (through its predecessor) originally acquired shares of the Company’s common stock when the Company was a private entity and not widely-held. At the time the Board Representation Agreement was implemented, the Shareholder owned approximately 16% of the Company’s outstanding shares of common stock. The Company’s shareholder base has since expanded, and the Company’s ownership has become less concentrated among several large shareholders. As a result, the Shareholder presently owns less than 10% of the Company’s outstanding shares of common stock. As part of the Company’s maturation as a publicly traded company and becoming a more widely held entity, the Company believes that it is in the best interest of its shareholders to terminate the Board Representation Agreement.

Richard D. Campbell currently serves as a member of the Board as the Shareholder’s designated representative pursuant to the Board Representation Agreement. Notwithstanding the termination of the Board Representation Agreement, Mr. Campbell will continue to serve as a member of the Board, including as Lead Independent Director, for the remainder of his current term. Mr. Campbell has served on the Board since 2011 and the Company anticipates that Mr. Campbell will be nominated for re-election to the Board when Mr. Campbell’s term expires at the Company’s 2029 annual meeting of shareholders, subject to compliance with all applicable corporate governance policies and procedures of the Company, together with his continued service as Lead Independent Director.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)
Departure of Curtis C. Griffith as Chief Executive Officer

On June 17, 2026, Mr. Curtis C. Griffith, Chairman of the Board and Chief Executive Officer of South Plains Financial, Inc. (the “Company”), notified the board of directors of the Company of his decision to retire as Chief Executive Officer of the Company and transition to an advisory role. On June 17, 2026, the board of directors of the Company voted to accept the voluntary resignation of Mr. Griffith. Mr. Griffith’s retirement as Chief Executive Officer will be effective as of December 31, 2026. Mr. Griffith will remain a director of the Company and its wholly-owned subsidiary, City Bank (the “Bank”), and will continue to serve as Chairman of the Board.

Mr. Griffith’s resignation as Chief Executive Officer of the Company did not relate to any disagreement on matters related to the Company’s operations, policies or practices or any other matter, and Mr. Griffith was not aware of any deficiencies in financial or operating controls at the time of his resignation.
 

The Company is deeply appreciative of Mr. Griffith for his years of dedicated service as Chief Executive Officer and his contributions to the Company in that role. The Company and the Bank have entered into a Retirement and Consultancy Agreement with Mr. Griffith, the terms of which are described below.

(c)
Appointment of Cory T. Newsom as Chief Executive Officer

On June 17, 2026, the board of directors of the Company appointed Mr. Cory T. Newsom to serve as the Chief Executive Officer of the Company, effective upon Mr. Griffith’s retirement on December 31, 2026.

Mr. Newsom, age 58, was designated as the principal executive officer in November 2024, has served as the President of the Company since 2019 and has served on the board of directors of the Company since 2008. Mr. Newsom was instrumental in the Company’s initial public offering in 2019, and he has led the Company through two strategic acquisitions since becoming a public company in addition to disciplined organic growth. Mr. Newsom has served in multiple roles since at the Company, including as Chief Operating Officer, Senior Vice President, and Executive Vice President. Mr. Newsom also served in numerous roles since beginning his banking career with the Bank in 1984, including as Chief Operating Officer of the Bank from 1993 to 2007 before being named as President and Chief Executive Officer of the Bank in 2008, positions he continues to hold. He has also served on the board of directors of the Bank since 2002. He currently serves on the board of directors of the Lubbock Children’s Home Foundation, Texas Boys Ranch Foundation, and the University Medical Center Foundation and has previously served on the board of directors of the Independent Bankers Association of Texas and the Board of Managers of University Medical Center in Lubbock. Mr. Newsom earned a Bachelor of Business degree in management from Texas Tech University in 1989 and holds licenses as a managing general agent and general lines agent with the Texas Department of Insurance.

There is no family relationship between Mr. Newsom and any other director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. The information required by Item 404(a) of Regulation S-K is incorporated herein by reference to the Company’s definitive proxy statement on Schedule 14A for the Company’s 2026 annual meeting of shareholders, filed with the U.S. Securities and Exchange Commission on April 6, 2026.

A copy of the press release issued by the Company on June 17, 2026 in connection with Mr. Griffith’s retirement, effective December 31, 2026, and Mr. Newsom’s appointment as Chief Executive Officer of the Company, effective upon Mr. Griffith’s retirement, is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

(e)
Retirement and Consultancy Agreement with Curtis C. Griffith

To facilitate a smooth transition of the day-to-day leadership of the Company, and in exchange for Mr. Griffith providing advance notice of his intention to retire as Chief Executive Officer effective as of the close of business on December 31, 2026, the Company and the Bank entered into a Retirement and Consultancy Agreement with Mr. Griffith, dated as of June 17, 2026 (the “Retirement and Consultancy Agreement”).

Under the terms of the Retirement and Consulting Agreement, each of Mr. Griffith, the Company and the Bank have agreed to treat Mr. Griffith’s termination of employment as a termination without “cause” as defined under his Executive Employment Agreement, dated December 19, 2019 and as amended on November 5, 2024 (the “Griffith Employment Agreement”), pursuant to which Mr. Griffith will be entitled to receive the following Non-Protection Period Severance Benefits (as defined in the Griffith Employment Agreement): (A) unpaid base salary through December 31, 2026, (B) accrued but unused vacation pay, sick leave and paid time off, (C) two times his base salary, (D) two times his annual target bonus, (E) full accelerated vesting of outstanding equity awards, with any performance-based awards deemed satisfied at target levels, and (F) a lump sum payment equal to twenty-four months of premiums associated with COBRA coverage for Mr. Griffith and his family. In addition, certain provisions of the Griffith Employment Agreement will survive the termination of Mr. Griffith’s employment, including Mr. Griffith’s Non-Competition, Non-Solicitation and Confidentiality Agreement (included as Exhibit C to the Griffith Employment Agreement).
 

In consideration for his services rendered to the Company and the Bank, the Retirement and Consultancy Agreement provides that Mr. Griffith will receive a monthly consultancy fee of $11,458.34, paid monthly in arrears, during the term of his Consultancy Period (as defined in the Retirement and Consultancy Agreement). Mr. Griffith will also receive a grant of restricted stock units having a grant date fair value equal to $125,000 on January 1, 2027, with cliff vesting on the one-year anniversary from the date of grant.

As a non-employee director of the Company, Mr. Griffith will receive an annual fee of $50,000 for serving as Chairman of the Board, as well as an annual director fee of $20,000 for serving on the Company’s board of directors and an annual director fee of $42,500 for serving on the Bank’s board of directors.

The foregoing description of the Retirement and Consultancy Agreement is a summary only, and accordingly, does not purport to be complete and is qualified in its entirety to the full text of the Transition Services Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01
Other Events.

In connection with the retirement of Mr. Curtis C. Griffith as Chief Executive Officer of the Company, described in Item 5.02 of this Current Report on Form 8-K, and as contemplated by the Retirement and Consultancy Agreement, the Company and Mr. Griffith intend to enter into a Stock Repurchase Agreement (the “Stock Repurchase Agreement”) outside of, and separate from the Company’s previously disclosed share repurchase program. Pursuant to the Stock Repurchase Agreement, on or before June 30, 2026, the Company will repurchase 300,000 shares of common stock of the Company owned by Mr. Griffith in a private transaction at a per share purchase price equal to the closing market price of the Company’s common stock on the date immediately prior to the effective date of the repurchase. The Stock Repurchase Agreement was approved by the board of directors of the Company, with Mr. Griffith recused. The Company believes that the terms of the Stock Repurchase Agreement are comparable to and no more favorable than the terms that could have been obtained in an arm’s length transaction with an unrelated party.

Item 9.01
Financial Statements and Exhibits.


(d)
Exhibits.


10.1
Retirement and Consultancy Agreement, dated June 17, 2026, by and among Curtis C. Griffith, South Plains Financial, Inc., and City Bank (schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request).


99.1
Press Release, dated June 17, 2026, issued by South Plains Financial, Inc.


104
Cover Page Interactive Data File (formatted as Inline XBRL).
 

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: June 17, 2026
By:
/s/ Steven B. Crockett
     
Steven B. Crockett
     
Chief Financial Officer and Treasurer




Exhibit 99.1


South Plains Financial, Inc. Announces Executive Leadership Transition

~ Curtis Griffith to Retire as Chief Executive Officer, Continue as Chairman of the Board ~

~ Cory Newsom Appointed Chief Executive Officer Effective December 31, 2026 ~

LUBBOCK, Texas, June 17, 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”), today announced the upcoming retirement of Curtis Griffith, Chairman and Chief Executive Officer, to be effective December 31, 2026. Mr. Griffith will remain a director of the Company and its wholly owned subsidiary, City Bank, and will continue to serve as Chairman of the Board. South Plains’ board of directors has appointed Cory Newsom, director and President, as the Company’s Chief Executive Officer, effective upon Mr. Griffith’s retirement on December 31, 2026.

Curtis Griffith commented, “It has been the privilege of a lifetime to be part of building South Plains over more than four decades. What I am most proud of is the culture we’ve created—one centered on relationships and a shared commitment to helping people succeed. From our employees to our customers, partners and communities, we have always believed that our core purpose is to use the power of relationships to help people succeed and live better.”

Mr. Griffith continued, “Our leadership transition has been the result of many years of deliberate planning, and Cory has been instrumental throughout that process. He has been leading our day-to-day operations and driving our growth strategy, with a clear focus on disciplined organic loan growth and strategic M&A, including the recent successful acquisition and integration of Bank of Houston. Cory’s leadership and execution give me confidence that this transition will be seamless and that South Plains will continue to deliver on its growth strategy and create long-term shareholder value.”

Cory Newsom added, “I am honored to step into this role and grateful to our board for the opportunity to continue to be part of South Plains’ journey. Curtis’ leadership, partnership and unwavering commitment to our culture and communities have shaped this Company in a way that will endure, and I have learned a great deal working alongside him.”

Mr. Newsom concluded, “As we look ahead, we will continue to execute on the strategy that has driven our success—expanding our lending platform, investing in experienced bankers, and pursuing disciplined, thoughtful growth opportunities—while maintaining the credit culture and relationship-based approach that has defined South Plains. The progress we have made in recent years provides a strong foundation, and I am excited to lead our team as we continue to build on that success.”
 

To facilitate a smooth transition of the day-to-day leadership of the Company, the Company and the Bank have also entered into a Retirement and Consultancy Agreement with Mr. Griffith, pursuant to which Mr. Griffith will serve as a consultant to the Company beginning upon his retirement on December 31, 2026.

In connection with his retirement, the Company and Mr. Griffith intend to enter into a Stock Repurchase Agreement pursuant to which, on or before June 30, 2026, the Company will repurchase 300,000 shares of common stock of the Company owned by Mr. Griffith in a private transaction at a per share purchase price equal to the closing market price of the Company’s common stock on the date immediately prior to the effective date of the repurchase. The Stock Repurchase Agreement was approved by the Company’s Board of Directors, with Mr. Griffith recused.

For more information, please refer to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC) on June 17, 2026, which can be found on the Company’s website: https://www.spfi.bank/.

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.

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 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’ 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 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. 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. Due to these and other possible uncertainties and risks, 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

What executive leadership change did South Plains Financial (SPFI) announce?

South Plains Financial announced that Chairman and CEO Curtis C. Griffith will retire as Chief Executive Officer effective December 31, 2026. Long-time President and director Cory T. Newsom will become Chief Executive Officer at that time, providing an internally sourced succession with leadership continuity.

Will Curtis Griffith remain involved with South Plains Financial (SPFI) after retiring as CEO?

Yes. Curtis Griffith will remain a director of South Plains Financial and City Bank and continue as Chairman of the Board. He will also serve as a consultant under a Retirement and Consultancy Agreement that provides monthly consulting fees and an additional restricted stock unit grant.

What are the key terms of Curtis Griffith’s Retirement and Consultancy Agreement with SPFI?

The Retirement and Consultancy Agreement treats Griffith’s departure as a termination without cause under his employment agreement. He receives severance benefits, a monthly consulting fee of $11,458.34, accelerated vesting of outstanding equity awards, COBRA-related payments, and a $125,000 restricted stock unit grant vesting after one year.

What stock repurchase has South Plains Financial (SPFI) agreed to with Curtis Griffith?

South Plains Financial and Curtis Griffith intend to enter a Stock Repurchase Agreement under which the Company will repurchase 300,000 shares of its common stock from Griffith on or before June 30, 2026, in a private transaction priced at the prior-day closing market price.

Why did South Plains Financial (SPFI) terminate the Board Representation Agreement with Henry TAW LP?

The Board Representation Agreement with Henry TAW LP ended after the shareholder’s ownership fell from about 16% at inception to less than 10% of outstanding common shares. With a more widely held shareholder base, the Company believes eliminating special board designation rights better reflects its current ownership structure.

Will Henry TAW LP’s designee Richard D. Campbell remain on SPFI’s board?

Yes. Although the Board Representation Agreement was terminated, director Richard D. Campbell will continue to serve on the board, including as Lead Independent Director, for his current term. The Company anticipates nominating him for re-election at its 2029 annual meeting, subject to governance policies.

How does the leadership transition support South Plains Financial’s (SPFI) strategy?

The Company states that the leadership transition reflects years of deliberate planning. Incoming CEO Cory Newsom has led day-to-day operations, organic loan growth, and strategic acquisitions, and intends to continue executing the Company’s growth strategy while maintaining its established credit culture and relationship-focused banking model.

Filing Exhibits & Attachments

5 documents