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SOUTH PLAINS FINANCIAL INC

For the period ended Sep 30, 2024. Filed Nov 6, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 6, 2024

SPFI$43.08+1.5%Stored close · as of Nov 9, 2026

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Item 5. OTHER INFORMATION

Item 5.Other Information

During the three months ended September 30, 2024, none of the directors or officers of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Announcement of Designation of Principal Executive Officer

The Company’s Board of Directors routinely reviews and considers the roles and responsibilities of the Company’s executive officers on an annual basis. As a result of such routine annual review, effective November 5, 2024, the Company’s Board of Directors determined that it is most appropriate for Mr. Cory T. Newsom, the current President of the Company, to be designated as the principal executive officer of the Company. Previously, Mr. Curtis C. Griffith, the Chairman and Chief Executive Officer of the Company, was designated as the principal executive officer of the Company for SEC reporting purposes.

Mr. Griffith will continue to serve as Chairman and Chief Executive Officer of the Company and his role and responsibilities within the organization have not been diminished.

The change in designation of the Company’s principal executive officer was approved by the Company’s Board of Directors in light of Mr. Newsom’s responsibilities and role within the organization as President of the Company, as well as the Company’s upcoming loss of its status as an emerging growth company on December 31, 2024, which will require additional and more robust executive compensation disclosures of the Company’s named executive officers. Because Mr. Newsom is currently, and is expected to remain, the highest compensated executive officer of the Company, the designation of Mr. Newsom as the principal executive officer of the Company is also intended to provide a more fulsome pay ratio disclosure, as will be required under Item 402(u) of Regulation S-K following the Company’s upcoming loss of its status as an emerging growth company.

Amendment to Employment Agreement with Curtis C. Griffith.

On November 5, 2024, the Company’s Board of Directors approved an Amendment No. 2 to that certain Employment Agreement, dated December 18, 2019, by and among the Company, City Bank and Mr. Curtis C. Griffith, as previously amended by an Amendment No. 1, dated December 15, 2021 (as so amended, the “Griffith Employment Agreement”), providing for: (i) an increase in Mr. Griffith’s annual base salary to $425,000, annualized, commencing with the first pay period for January 1, 2025, and (ii) a cost-of-living adjustment of $14,200 to Mr. Griffith’s annual base salary on January 1st of each year beginning with January 1, 2026.

The foregoing description is a summary of the Griffith Employment Agreement, the Amendment No. 1 thereto, and the Amendment No. 2 thereto, and is qualified in its entirety by reference to the copy of the Griffith Employment Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2019, the copy of the Amendment No. 1 filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2021, and the copy of the Amendment No. 2 that is filed as Exhibit 10.1 to this Form 10-Q, respectively, and is hereby incorporated herein by reference.

Amendment to Employment Agreement with Cory T. Newsom

On November 5, 2024, the Company’s Board of Directors approved an Amendment No. 2 to that certain Employment Agreement, dated March 6, 2019, by and among the Company, City Bank and Mr. Cory T. Newsom, as previously amended by an Amendment No. 1, dated December 15, 2021 (as so amended, the “Newsom Employment Agreement”), providing for: (i) an increase in Mr. Newsom’s annual base salary to $720,000, annualized, commencing with the first pay period for January 1, 2025, and (ii) a cost-of-living adjustment of $24,000 to Mr. Newsom’s annual base salary on January 1st of each year beginning with January 1, 2026.

The foregoing description is a summary of the Newsom Employment Agreement, the Amendment No. 1 thereto, and the Amendment No. 2 thereto, and is qualified in its entirety by reference to the copy of the Newsom Employment Agreement filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 29, 2018, the copy of the Amendment No. 1 filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2021, and the copy of the Amendment No. 2 that is filed as Exhibit 10.2 to this Form 10-Q, respectively, and is hereby incorporated herein by reference.

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