South Plains Financial Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Leadership Update, Other Events, Financial Statements and Exhibits

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.