South Plains Financial Inc美股招股说明书(2026-02-18版)

MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT To the Shareholders of BOH Holdings, Inc.: On December1, 2025, South Plains Financial, Inc., or “SPFI,” and BOH Holdings, Inc., or “BOH,” entered into an Agreement and Plan of Reorganization,which we refer to as the merger agreement, pursuant to which BOH will merge with and into SPFI, with SPFI surviving the merger. Immediately following themerger, BOH’s wholly-owned banking subsidiary, Bank of Houston, a Texas banking association will merge with and into SPFI’s wholly-owned banking subsidiary,City Bank, a Texas banking association, with City Bank as the surviving bank. Pursuant to the merger agreement, each share of BOH common stock issued and outstanding immediately prior to the effective time of the merger will beconverted into the right to receive, without interest, 0.1925 shares of SPFI’s common stock, subject to adjustment pursuant to the terms of the merger agreement (the“exchange ratio”), plus cash in lieu of any fractional shares (collectively, the “per share merger consideration”). If, as of the last day of the calendar month immediately preceding the effective time of the merger, the total shareholders’ equity presented on BOH’s balancesheet, as determined in accordance with generally accepted accounting principles in the United States, less any BOH expenses (as defined in the merger agreement)and including BOH’s good faith estimate of all earnings or losses, as applicable, through the closing date (the “actual adjusted shareholders’ equity”) is less than$70,500,000 (the “minimum adjusted shareholders’ equity), then the exchange ratio will be reduced by an amount, rounded to the ten-thousandth decimal point,equal to (A) the absolute value of the amount by which the actual adjusted shareholders’ equity is less than the minimum adjusted shareholders’ equity, divided by(B)the aggregate number of shares of BOH common stock issued and outstanding immediately prior to the effective time of the merger, rounded down to thenearest whole share (other than cancelled shares (as defined in the merger agreement)), divided by (C) the volume weighted average of the closing price per share ofSPFI common stock on the Nasdaq for the consecutive period of twenty (20) full trading days ending on the third (3rd) business day immediately preceding theclosing date, as reported by Bloomberg L.P. (or, if not reported therein, in another authoritative source mutually agreed upon by SPFI and BOH). At the effective time of the merger, each warrant to acquire shares of BOH common stock that is issued, outstanding and unexercised immediately prior to theeffective time of the merger will be converted automatically into the right to receive cash consideration from SPFI equal to the warrants cash consideration (asdefined in the merger agreement). Further, at the effective time of the merger, each restricted stock award in respect of shares of BOH common stock granted byBOH that is issued, outstanding and unexercised immediately prior to the effective time of the merger will be converted automatically into the right to receive theper share merger consideration. Finally, at the effective time of the merger, each stock appreciation award granted by BOH that is issued, outstanding andunexercised immediately prior to the effective time of the merger will be converted automatically into the right to receive cash consideration from SPFI equal to theSARs cash consideration (as defined in the merger agreement). Although the number of shares of SPFI common stock that each BOH shareholder will receive is fixed, the market value of the merger consideration willfluctuate with the market price of SPFI common stock and will not be known at the time BOH shareholders vote on the merger. SPFI common stock is currentlyquoted on the Nasdaq Global Select Market under the symbol “SPFI.” Based on the closing price of SPFI common stock of $37.79 per share on November28, 2025,the last full trading day before the public announcement of the merger agreement, the 0.1925 exchange ratio represented an aggregate of approximately$105.9million in value for all of the shares of BOH common stock to be converted into SPFI common stock. Based on the closing sale price of SPFI common stockof $42.39 per share on February 11, 2026, the latest practicable trading date prior to the printing of this proxy statement/prospectus, the exchange ratio representedan aggregate of approximately $118.0 million in value for all of the shares of BOH common stock to be converted into SPFI common stock. Each of the foregoingexamples assumes that there are no downward adjustments to the exchange ratio. Based on the exchange ratio and the number of outstanding shares of BOH common stock as of the record date, the maximum number of shares of SPFIcommon stock offered by SPFI and issuable in the merger is approximately 2,784,844 shares, which would represent approximately 14.59% of the outstandingcapital stock of the combined company fol