South Plains Financial (NASDAQ: SPFI) completes BOH Holdings merger, adds $744M assets
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
South Plains Financial, Inc. completed its acquisition of BOH Holdings, Inc., merging BOH into South Plains and Bank of Houston into City Bank, effective April 1, 2026. Each BOH share was converted into 0.1925 shares of South Plains common stock, with holders receiving approximately 2.8 million South Plains shares in total.
As of December 31, 2025, BOH reported total assets of $744 million, total loans of $624 million, and total deposits of $603 million. Following the merger, James D. Stein joined the South Plains and City Bank boards and signed a two-year employment agreement as Houston Market President – BOH with a base salary of $350,000 and performance-based bonus opportunity partly in cash and partly in fully vested RSUs.
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Insights
South Plains closes Houston-focused bank acquisition, adding $744M in assets.
South Plains Financial has closed its all-stock acquisition of BOH Holdings, issuing approximately 2.8 million new shares at an exchange ratio of 0.1925. BOH contributed $744 million in assets, $624 million in loans, and $603 million in deposits as of December 31, 2025.
The deal expands City Bank’s presence in the Houston market and folds Bank of Houston into its platform. Consideration was paid entirely in South Plains stock, so the economic cost is dilution rather than cash outlay, though the exact relative size versus South Plains is not detailed here.
Leadership integration features James D. Stein joining both boards and serving as Houston Market President – BOH under a two-year agreement with $350,000 base pay and performance-based cash and RSU bonuses. Subsequent disclosures may further quantify merger-related costs and financial impacts.
8-K Event Classification
4 items: 2.01, 5.02, 8.01, 9.01
4 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
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.
Key Figures
Exchange ratio: 0.1925 shares of SPFI per BOH share
Shares issued: Approximately 2.8 million shares
BOH total assets: $744 million
+5 more
8 metrics
Exchange ratio
0.1925 shares of SPFI per BOH share
Per Share Merger Consideration
Shares issued
Approximately 2.8 million shares
Total SPFI common stock delivered to BOH holders
BOH total assets
$744 million
As of December 31, 2025
BOH total loans
$624 million
As of December 31, 2025
BOH total deposits
$603 million
As of December 31, 2025
Stein base salary
$350,000 per year
Houston Market President – BOH employment agreement
Target bonus percentage
23.33% of base salary
Performance-based annual bonus target for Stein
Maximum bonus percentage
35% of base salary
Performance-based annual bonus cap for Stein
Key Terms
Agreement and Plan of Reorganization, Per Share Merger Consideration, Registration Statement on Form S-4, related-party transaction, +2 more
6 terms
Agreement and Plan of Reorganization financial
"entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”)"
Registration Statement on Form S-4 regulatory
"registered under the Securities Act of 1933 ... pursuant to a Registration Statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
restricted stock unit (RSU) financial
"awarded in the form of a restricted stock unit (“RSU”) grant that will be priced on the date of grant"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
fairness opinion financial
"Raymond James & Associates, Inc. served as financial advisor ... and rendered a fairness opinion"
A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.
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): April 1, 2026
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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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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 2.01 |
Completion of Acquisition or Disposition of Assets.
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As previously announced, 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”).
The Merger was completed effective as of April 1, 2026. Immediately after the Merger, Bank of Houston, a Texas state banking association and wholly-owned subsidiary of BOH, merged with and into City Bank, a Texas state banking association and
wholly-owned subsidiary of SPFI (“City Bank”), with City Bank surviving the merger.
Pursuant to the terms of the Reorganization Agreement, each share of BOH common stock held immediately prior to the effective time of the Merger was
converted into the right to receive, without interest, 0.1925 shares of SPFI common stock, as adjusted pursuant to the Reorganization Agreement, plus cash, without interest, in lieu of any fractional shares (collectively, the “Per Share Merger
Consideration”).
The total aggregate consideration delivered to holders of BOH common stock was approximately 2.8 million shares of SPFI common stock. The issuance
of shares of SPFI common stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-4 (File No. 333-293068) initially filed by SPFI with the
U.S. Securities and Exchange Commission (the “SEC”) on January 30, 2026 and declared effective by the SEC on February 18, 2026.
The foregoing description of the Reorganization Agreement and the transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Reorganization Agreement, which was filed as Exhibit 2.1 to SPFI’s Current Report on Form 8-K filed with the SEC on December 1, 2025, and is incorporated herein by reference.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Pursuant to the terms of the Reorganization Agreement, as of the
effective time of the Merger, the Board of Directors of SPFI (the “SPFI Board”) increased the number of directors of SPFI from six (6) to seven (7), and appointed Mr. James D. Stein to the SPFI Board as a Class II director to serve until SPFI’s
2027 annual meeting of shareholders or until his successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal from office. In addition, effective as of the effective time of the Merger,
pursuant to the Reorganization Agreement, the Board of Directors of City Bank (the “City Bank Board”) appointed Mr. Stein to the City Bank Board as a Class III director to serve until City Bank’s 2028 annual meeting of shareholders or until his
successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal from office. Effective as of the effective time of the Merger, the City Bank Board appointed Mr. Stein to serve on the
Credit Risk Committee of the City Bank Board. Mr. Stein has not been appointed to serve on a committee of the SPFI Board at this time.
Other than pursuant to the Reorganization Agreement, there is no arrangement or understanding between Mr. Stein and any other
person pursuant to which he was selected as a director of SPFI or City Bank, and there is no family relationship between Mr. Stein and any of SPFI’s other directors or executive officers.
In connection with the closing of the Merger, Mr. Stein entered into an employment agreement with City Bank, effective immediately
upon the consummation of the Merger. Pursuant to the employment agreement, Mr. Stein will serve as Houston Market President – BOH for a term of two (2) years, at which time the employment agreement will automatically and immediately terminate.
Mr. Stein will receive an annual base salary of not less than $350,000 and will be eligible for a performance-based annual bonus with a target of twenty-three and one-third percent (23.33%) of Mr. Stein’s base salary and a maximum not exceeding
thirty-five percent (35%) of Mr. Stein’s base salary. To the extent the performance criteria are satisfied, seventy percent (70%) of any such bonus will be paid in the form of a lump sum cash payment and thirty percent (30%) of any such bonus
will be awarded in the form of a restricted stock unit (“RSU”) grant that will be priced on the date of grant (and such RSUs shall be fully vested as of such date of grant). The foregoing employment agreement constitutes a related-party
transaction that is required to be disclosed pursuant to Item 404(a) of Regulation S-K. The foregoing description is a summary of the employment agreement with Mr. Stein, and is qualified in its entirety by reference to the copy of the employment
agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Other than as described above, Mr. Stein does not have a material interest in any transaction that is required to be disclosed
under Item 404(a) of Regulation S-K, other than deposits, loans, and other financial services related transactions with City Bank made in the ordinary course of business, on substantially the same terms, including interest rates and collateral
(where applicable), as those prevailing at the time for comparable transactions with persons not related to SPFI or City Bank, and do not involve more than normal risk of collectability or present other features unfavorable to City Bank.
| Item 8.01 |
Other Events.
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On April 1, 2026, SPFI issued a press release announcing the completion of the Merger, a copy of which is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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Financial Statements and Exhibits.
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Exhibits.
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Employment Agreement, by and between City Bank and James D. Stein.
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Press release, dated April 1, 2026.
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Cover Page Interactive Data File (formatted as Inline XBRL).
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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.
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SOUTH PLAINS FINANCIAL, INC.
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Dated: April 1, 2026
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By:
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/s/ Steven B. Crockett
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Steven B. Crockett
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Chief Financial Officer and Treasurer
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Exhibit 99.1
South Plains Financial, Inc. completes merger with BOH Holdings, Inc.
LUBBOCK, Texas, April 1, 2026 (GLOBE NEWSWIRE) – South Plains Financial, Inc. (NASDAQ:SPFI) (“South Plains” or the “Company”), the parent company of City Bank (“City
Bank”), today announced the completion of the merger of BOH Holdings, Inc. (“BOH”) with and into South Plains, with South Plains continuing as the surviving corporation, and the merger of BOH’s wholly-owned subsidiary, Bank of Houston, with and
into City Bank, with City Bank continuing as the surviving bank. The mergers became effective on April 1, 2026. As of December 31, 2025, BOH had total assets of $744 million, total loans of $624 million, and total deposits of $603 million.
Raymond James & Associates, Inc. served as financial advisor to South Plains and rendered a fairness opinion to its board of directors. Hunton Andrews Kurth LLP
served as South Plains’ legal advisor. Hillworth Bank Partners served as financial advisor to BOH and rendered a fairness opinion to its board of directors. Fenimore Kay Harrison LLP served as BOH’s legal advisor.
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 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.
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Mikella Newsom, Chief Risk Officer and Secretary
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(866) 771-3347
investors@city.bank
Source: South Plains Financial, Inc.
FAQ
What did South Plains Financial (SPFI) announce in this 8-K filing?
South Plains Financial announced it completed its merger with BOH Holdings and combined BOH’s Bank of Houston into City Bank. The transaction was all-stock, expanded South Plains’ presence in Houston, and added BOH’s assets, loans, and deposits to the company’s balance sheet.
What were the merger terms between South Plains Financial (SPFI) and BOH Holdings?
Each BOH common share was converted into 0.1925 shares of South Plains common stock plus cash in lieu of fractional shares. In total, holders of BOH stock received approximately 2.8 million South Plains shares, with the stock issuance registered on a Form S-4 with the SEC.
How large was BOH Holdings before the South Plains (SPFI) merger?
As of December 31, 2025, BOH Holdings had total assets of $744 million, total loans of $624 million, and total deposits of $603 million. These balances provide a sense of the size of the banking franchise South Plains added through the acquisition of BOH and Bank of Houston.
Who is James D. Stein and what role will he have at South Plains Financial (SPFI)?
James D. Stein joined the South Plains and City Bank boards in connection with the merger. He also signed a two-year employment agreement to serve as Houston Market President – BOH, helping oversee the combined Houston operations and integration of former Bank of Houston business into City Bank.
What are the key compensation terms of James D. Stein’s agreement with City Bank?
James D. Stein will receive at least $350,000 in annual base salary and be eligible for a performance-based annual bonus. The target bonus is 23.33% of base salary, with a maximum of 35%, paid 70% in cash and 30% as fully vested restricted stock units.