SOUTH PLAINS FINANCIAL, INC.

false SOUTH PLAINS FINANCIAL, INC. 0001163668 TX NASDAQ 0001163668 2026-06-17 2026-06-17 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 relat