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SOUTH PLAINS FINANCIAL, INC.

For the period ended Mar 31, 2026. Filed May 5, 2026.

View on SEC.gov

About this filing

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.

Mar 31, 2026 · Filed May 5, 2026

SPFI$42.45-1.0%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements (Unaudited)

TO CONSOLIDATED FINANCIAL STATEMENTS

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations – South Plains Financial, Inc. (“SPFI”) is a Texas corporation and registered bank holding company that conducts its principal activities through its subsidiaries from offices located throughout Texas and Eastern New Mexico. Principal activities include commercial and retail banking, along with investment, trust, and mortgage services. The following were subsidiaries of SPFI as of March 31, 2026:

Wholly-Owned, Consolidated Subsidiaries:
City BankBank subsidiary
Ruidoso Retail, Inc.Non-bank subsidiary
CB Provence, LLCNon-bank subsidiary
CBT Brushy Creek, LLCNon-bank subsidiary
CBT Properties, LLCNon-bank subsidiary
Wholly-Owned, Equity Method Subsidiaries:
South Plains Financial Capital Trusts (“SPFCT”) III-VNon-bank subsidiaries

Basis of Presentation and Consolidation –The consolidated financial statements in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (this “Form 10-Q”) include the accounts of SPFI and its wholly-owned consolidated subsidiaries (collectively referred to as the “Company”) identified above. All significant intercompany balances and transactions have been eliminated in consolidation.

The interim consolidated financial statements in this Form 10-Q have not been audited by an independent registered public accounting firm, but in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows. All such adjustments were of a normal and recurring nature. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q adopted by the U.S. Securities and Exchange Commission (“SEC”). Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements, and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 5, 2026 (the “2025 Annual Report on Form 10-K”). Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Determination of the adequacy of the allowance for credit losses (“ACL”) is a material estimate that is particularly susceptible to significant changes in the near term.

Recent Accounting Pronouncements – Updates to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) are prescribed in Accounting Standards Updates (“ASUs”), which are not authoritative until incorporated into the ASC.

ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to, or technical corrections of the current requirements. Each amendment in this ASU will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. The amendments in this ASU are not expected to have a material impact on the Company’s financial statements.

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public companies to disclose in tabular format, in the notes to the financial statements, specific disaggregated information about certain prescribed categories of expenses at each interim and annual reporting period. The prescribed categories include, among other things, employee compensation, depreciation, and intangible asset amortization. This ASU is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Implementation of this ASU may be applied prospectively or retrospectively. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements.

ASU 2025-08 Financial Instruments - Credit Losses (Topic 326): Purchased Loans. This ASU amends the guidance in ASC 326 on the accounting for certain purchased loans. Under this ASU, entities must account for acquired loans (excluding credit cards) that meet certain criteria at acquisition (“purchased seasoned loans”) by recognizing them at their purchase price plus an allowance for expected credit losses (the “gross-up” approach). This ASU’s amendments align the accounting for purchased seasoned loans with the treatment of financial assets purchased with more-than-insignificant credit deterioration since origination (“PCD”). Purchased seasoned loans are defined under this ASU as non-PCD loans that are obtained in a business combination, or non-PCD loans that(1) are obtained in an asset acquisition or upon consolidation of a variable interest entity that is not a business and(2) are acquired more than 90 days after their origination date by a transferee that was not involved in their origination. This ASU also introduces an accounting policy election related to the subsequent measurement of expected credit losses for entities that use a method other than a discounted cash flow analysis to estimate credit losses on purchased seasoned loans. If this accounting policy is elected, entities can use the amortized cost basis of the asset to subsequently measure their credit loss allowance. Accordingly, they can aggregate purchased and originated loans when adjusting estimates of credit losses for assets that share similar risk characteristics. This update is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods, and the adoption of this ASU must be applied prospectively. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. An entity that adopts the amendments in an interim reporting period may apply them “as of the beginning of that interim reporting period or the beginning of the annual reporting period that includes that interim reporting period.” The Company expects to early adopt ASU 2025-08 in the second quarter of 2026 and apply it as part of the purchase accounting for BOH Holdings, Inc. The Company is currently evaluating the impact on its disclosures.

ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.”This ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” As the Board stated in the proposed guidance and reiterates inthis ASU, the amendments are not intended to “change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements.”This update is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, early adoption is permitted. The amendments in this ASU are not expected to have a material impact on the Company’s financial statements.

Subsequent Events – The Company has evaluated subsequent events and transactions from March 31, 2026 through the date this Form 10-Q was filed with the SEC for potential recognition or disclosure as required by GAAP.

  1. MERGERS AND ACQUISITIONS

On December 1, 2025, SPFI and BOH Holdings, Inc., a Texas corporation (“BOH”), entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”), which provided for the acquisition by SPFI of BOH through the merger of BOH with and into SPFI, with SPFI surviving the merger (the “Merger”). At March 31, 2026, BOH had $685.0 million in assets, $631.9 million in total gross loans, and $595.6 million in deposits. Pursuant to the terms and subject to the conditions of the Reorganization Agreement, each share of BOH common stock held prior to the effective time of the Merger would be converted into the right to receive, without interest,0.1925 shares of SPFI common stock, subject to adjustment pursuant to the terms of the Reorganization Agreement (the “Exchange Ratio”), plus cash in lieu of any fractional shares.

The Reorganization Agreement provided that immediately following the consummation of the Merger, Bank of Houston, a Texas state banking association and wholly-owned subsidiary of BOH, would be merged with and into City Bank, a Texas state banking association and wholly-owned subsidiary of SPFI, with City Bank surviving the merger. See Note 15 for additional details.

  1. SECURITIES

Securities available for sale are summarized as follows as of the dates presented below (dollars in thousands):

Amortized CostGross Unrealized GainsGross Unrealized LossesAllowance for Credit LossesFair Value
Available for sale:
U.S government and agencies$49,990$—$—$—$49,990
State and municipal198,274269(25,346)—173,197
Residential mortgage-backed securities295,05791(41,083)—254,065
Commercial mortgage-backed securities49,924—(4,091)—45,833
Commercial collateralized mortgage obligations67,20639(178)—67,067
Asset-backed and other amortizing securities13,550—(850)—12,700
Other securities—————
$674,001$399$(71,548)$—$602,852
Available for sale:
State and municipal$199,417$388$(23,500)$—$176,305
Residential mortgage-backed securities302,711130(42,081)—260,760
Commercial mortgage-backed securities48,769—(3,983)—44,786
Commercial collateralized mortgage obligations67,70877(188)—67,597
Asset-backed and other amortizing securities13,972—(840)—13,132
Other securities5,000—(40)—4,960
$637,577$595$(70,632)$—$567,540

The amortized cost and estimated fair value of securities at March 31, 2026 are presented below by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Declining-balance securities are shown separately since they are not due at a single maturity date.

Available for Sale
Amortized CostFair Value
Within 1 year$49,990$49,990
After 1 year through 5 years5,0725,015
After 5 years through 10 years13,90913,067
After 10 years179,293155,115
Declining-balance securities425,737379,665
$674,001$602,852

At both March 31, 2026 and December 31, 2025, there wereno holdings of securities of any one issuer, other than the U.S. government, its agencies, or its sponsored enterprises, in an amount greater than 10% of stockholders’ equity.

Securities with a carrying value of approximately $469.7 million and $413.7 million at March 31, 2026 and December 31, 2025, respectively, were pledged to collateralize public deposits and for other purposes as required or permitted by law.

The following table segregates securities with unrealized losses at the dates indicated, by the duration they have been in a loss position for which an allowance for credit losses has not been recorded (dollars in thousands):

Less than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized Loss
State and municipal$277$2$162,047$25,344$162,324$25,346
Residential mortgage-backed securities3,05577243,72341,006246,77841,083
Commercial mortgage-backed securities4,9545640,8794,03545,8334,091
Commercial collateralized mortgage obligations62,956178——62,956178
Asset-backed and other amortizing securities——12,70085012,700850
Other securities——————
$71,242$313$459,349$71,235$530,591$71,548
State and municipal$205$—$165,618$23,500$165,823$23,500
Residential mortgage-backed securities3,13248249,71042,033252,84242,081
Commercial mortgage-backed securities3,503741,2843,97644,7873,983
Commercial collateralized mortgage obligations63,210188——63,210188
Asset-backed and other amortizing securities——13,13284013,132840
Other securities——4,961404,96140
$70,050$243$474,705$70,389$544,755$70,632

There were 128 securities with an unrealized loss at March 31, 2026, generally due to a continuation of the elevated market interest rate environment. Management evaluates securities available for sale (“AFS”) in unrealized loss positions to determine whether the impairment is due to credit-related factors or non-credit related factors. Consideration is given to the extent to which the fair value is less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for the anticipated recovery in fair value. Management does not have the intent to sell any of the securities in an unrealized loss position and believes that it is not likely that the securities will have to be sold before a recovery of cost. The fair value of these securities is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, as of March 31, 2026, management believes the unrealized loss positions detailed in the previous table are due to non-credit related factors, including changes in interest rates and other market conditions, and therefore no ACL for AFS securities or losses have been recognized or realized in the consolidated financial statements.

  1. LOANS HELD FOR INVESTMENT

Loans held for investment are summarized by category as of the dates presented below (dollars in thousands):

March 31, 2026December 31, 2025
Commercial real estate$1,052,951$1,064,625
Commercial - specialized384,861409,351
Commercial - general654,634659,323
Consumer:
1-4 family residential589,026589,851
Auto loans256,056259,157
Other consumer62,55762,092
Construction103,444100,103
3,103,5293,144,502
Allowance for credit losses on loans(44,822)(45,131)
Loans, net$3,058,707$3,099,371

The Company has certain lending policies, underwriting standards, and procedures in place that are designed to maximize loan income with an acceptable level of risk. Management reviews and approves these policies, underwriting standards, and procedures on a regular basis and makes changes as appropriate. Management receives frequent reports related to loan originations, quality, concentrations, delinquencies, non-performing, and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions, both by type of loan and geography.

Commercial Real Estate – Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed and ensure appropriate collateral is obtained to secure the loan. Commercial real estate loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The repayment of these loans is generally dependent on the successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s real estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.

Commercial – General and Specialized – Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably. Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations, as agreed and ensure appropriate collateral is obtained to secure the loan. Commercial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and typically include personal guarantees. Owner-occupied real estate is included in commercial loans, as the repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped intotwo distinct sub-categories: specialized and general. Commercial related segments that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related segments that contain a broader diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant & retail, construction, and other industries. Performance of these loans is subject to operating and cash flow results of the borrower, with risk in the volatility of operating results for particular industries.

Consumer – Loans to consumers include 1-4 family residential loans, auto loans, and other loans for recreational vehicles or other purposes. The Company utilizes a computer-based credit scoring analysis to supplement its policies and procedures in underwriting consumer loans. The Company’s loan policy addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimizes the Company’s risk. The Company generally requires mortgage title insurance and hazard insurance on 1-4 family residential loans. All consumer loans are generally dependent on the risk characteristics of the borrower’s ability to repay the loan, a consideration of the debt to income ratio, employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral.

Construction – Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten based on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control costs of the projects.

The commercial real estate and construction categories comprise the Company’s nonowner-occupied real estate loans. Total nonowner-occupied real estate loans were $1.16 billion at March 31, 2026, and $1.16 billion at December 31, 2025.

The following table details the activity in the ACL for loans for the periods indicated (dollars in thousands). Allocation of a portion of the ACL to one category of loans does not preclude its availability to absorb losses in other categories.

Beginning BalanceProvision for Credit LossesCharge-offsRecoveriesEnding Balance
Commercial real estate$15,214$(197)$—$—$15,017
Commercial - specialized5,23191—295,351
Commercial - general7,44896(176)167,384
Consumer:
1-4 family residential11,103(594)—29410,803
Auto loans3,033515(281)313,298
Other consumer1,150129(339)1171,057
Construction1,952(40)——1,912
$45,131$—$(796)$487$44,822
Commercial real estate$15,973$(186)$—$—$15,787
Commercial - specialized4,640(151)—344,523
Commercial - general6,874(417)(74)206,403
Consumer:
1-4 family residential9,677395—710,079
Auto loans3,015337(303)473,096
Other consumer1,115247(313)581,107
Construction1,94325—51,973
$43,237$250$(690)$171$42,968

During the three months ended March 31, 2026, and 2025 the Company recorded a provision for credit loss of $260 thousand and $420 thousand, respectively, which was comprised of a provision for credit losses on loans of $— and $250 thousand, respectively, and a provision for off-balance sheet credit exposures of $260 thousand, and $170 thousand, respectively.

The following table shows the Company’s amortized cost and related ACL for individually evaluated collateral dependent loans by class using the fair value of collateral loss estimation methodology of evaluating expected credit losses at the dates indicated (dollars in thousands).

EquipmentReal EstateOtherTotal Loans Individually EvaluatedTotal ACL for Individually Evaluated Loans
Commercial real estate$462$409$—$871$58
Commercial - specialized289255—54423
Commercial - general—403—403—
Consumer:
1-4 family residential—————
Auto loans—————
Other consumer—————
Construction—607—607—
$751$1,674$—$2,425$81
Commercial real estate$462$941$—$1,403$112
Commercial - specialized289255—544—
Commercial - general1,0862,869—3,955275
Consumer:
1-4 family residential—————
Auto loans—————
Other consumer—————
Construction—————
$1,837$4,065$—$5,902$387

The table below provides an age analysis on accruing past-due loans and nonaccrual loans at the dates indicated (dollars in thousands):

30-89 Days Past Due90 Days or More Past DueNonaccrualNonaccrual with no ACL
Commercial real estate$834$178$995$54
Commercial - specialized1,102—696—
Commercial - general1,70541533403
Consumer:
1-4 Family residential2,2601,061835—
Auto loans37917——
Other consumer69211614—
Construction105—607607
$7,077$1,413$3,680$1,064
Commercial real estate$2,241$206$1,402$54
Commercial - specialized26450699544
Commercial - general1,173314,108—
Consumer:
1-4 Family residential1,2211,750845—
Auto loans39540——
Other consumer7658016—
Construction455578——
$6,514$2,735$7,070$598

Credit Quality Indicators

The Company grades its loans on athirteen-point grading scale. These grades fit in one of the following categories: (i) pass, (ii) special mention, (iii) substandard, (iv) doubtful, or (v) loss. Loans categorized as loss are charged-off immediately. The grading of loans reflects a judgment by the Company about the risks of default associated with the loan. The Company reviews the grades on loans as part of the Company’s on-going monitoring of the credit quality of the loan portfolio. These risk ratings are assigned based on relevant information about the ability of the borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.

Pass loans have financial factors or nature of collateral that are considered reasonable credit risks in the normal course of lending and encompass several grades that are assigned based on varying levels of risk, ranging from credits that are secured by cash or marketable securities, to watch credits which have all the characteristics of an acceptable credit risk but warrant more than the normal level of monitoring.

Special mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects for the loans at some future date.

Substandard loans are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize collection and present the distinct possibility that some loss will be sustained if the deficiencies are not corrected. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to strengthen the Company’s position, and/or to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed. Substandard loans can be accruing or can be nonaccrual depending on the circumstances of the individual loans.

Doubtful loans have all the weaknesses inherent in substandard loans with the added characteristics that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. All doubtful loans are on nonaccrual.

In connection with the review of the Company’s loan portfolio, management considers risk elements attributable to particular loan type or categories in assessing the quality of individual loans. The list of loans to be analyzed for individual evaluation consists of non-accrual loans over $250 thousand. Interest income recognized using a cash-basis method on non-accrual loans for each of the three months ended March 31, 2026 and 2025 was not significant. In addition, the Company closely monitors substandard accruing loans over $1 million, and past due accruing loans over $250 thousand for possible individual evaluation. All other loans will be evaluated collectively in designated pools unless a loss exposure has been identified. Additional funds committed to be advanced on individually analyzed loans are not significant.

The following tables reflect the amortized cost basis in loans held for investment by credit quality indicator and origination year at the dates indicated, and related year-to-date gross charge-offs. Loans acquired are shown in the table by origination year. The Company had an immaterial amount of revolving loans converted to term loans at March 31, 2026 and December 31, 2025.

Term Loans
Amortized Cost Basis by Origination Year
(Dollars in thousands)March 31, 2026
20262025202420232022PriorRevolving LoansTotal
Commercial real estate
Pass$50,472$204,540$130,334$158,649$238,482$223,454$11,831$1,017,762
Special mention———9,7923,92852848314,731
Substandard—8903494,2541,90013,065—20,458
Total commercial real estate loans$50,472$205,430$130,683$172,695$244,310$237,047$12,314$1,052,951
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—
Commercial - specialized
Pass$26,221$78,513$38,613$35,601$22,506$55,214$115,718$372,386
Special mention2,4431632,327——1,6802,0028,615
Substandard——8224861,782770—3,860
Total commercial - specialized loans$28,664$78,676$41,762$36,087$24,288$57,664$117,720$384,861
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—
Commercial - general
Pass$31,099$179,303$100,892$49,629$78,507$115,625$79,603$634,658
Special mention—2444610,597441,4651,92514,501
Substandard1261177311,5953352,3292425,475
Total commercial - general loans$31,225$179,444$102,069$61,821$78,886$119,419$81,770$654,634
Year-to-date gross charge-offs$—$—$—$7$—$169$—$176
Consumer 1-4 family residential
Pass$23,196$92,579$67,377$87,299$125,808$167,857$7,184$571,300
Special mention———5522105,037—5,799
Substandard—2143,1672,1439025,501—11,927
Total consumer 1-4 family residential loans$23,196$92,793$70,544$89,994$126,920$178,395$7,184$589,026
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—
Consumer auto loans
Pass$26,273$106,414$43,498$36,645$33,254$9,633$—$255,717
Special mention————————
Substandard—3407414280—339
Total consumer auto loans$26,273$106,417$43,538$36,719$33,396$9,713$—$256,056
Year-to-date gross charge-offs$—$38$10$6$191$36$—$281
Consumer other consumer
Pass$9,618$23,858$10,793$5,524$5,664$5,474$1,539$62,470
Special mention————————
Substandard—2312—1339—87
Total consumer other consumer loans$9,618$23,881$10,805$5,524$5,677$5,513$1,539$62,557
Year-to-date gross charge-offs (1)$94$171$17$—$3$54$—$339
Construction
Pass$9,005$73,960$17,902$1,130$311$—$—$102,308
Special mention————————
Substandard———1,136———1,136
Total construction loans$9,005$73,960$17,902$2,266$311$—$—$103,444
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—

(1)Includes $94 thousand in charged-off demand deposit overdrafts reported as 2026 originations.

Term Loans
(Dollars in thousands)Amortized Cost Basis by Origination Year
20252024202320222021PriorRevolving LoansTotal
Commercial real estate
Pass$209,948$137,602$195,747$245,012$95,319$143,422$5,372$1,032,422
Special mention—2,8257,343811661,09548311,993
Substandard360625,1011,6137,0955,979—20,210
Total commercial real estate loans$210,308$140,489$208,191$246,706$102,580$150,496$5,855$1,064,625
Year-to-date gross charge-offs$—$—$541$—$—$—$—$541
Commercial - specialized
Pass$122,003$35,559$38,159$24,081$32,943$29,452$103,491$385,688
Special mention4,5728,0767991,0421,7348303,77020,823
Substandard—1945708111,20659—2,840
Total commercial - specialized loans$126,575$43,829$39,528$25,934$35,883$30,341$107,261$409,351
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—
Commercial - general
Pass$178,827$103,310$51,335$84,327$43,179$79,605$92,158$632,741
Special mention602,11012,127—1,011473—15,781
Substandard407581,6151,2815,7491,11624210,801
Total commercial - general loans$178,927$106,178$65,077$85,608$49,939$81,194$92,400$659,323
Year-to-date gross charge-offs$—$245$164$116$63$245$50$883
Consumer 1-4 family residential
Pass$95,677$69,844$92,148$137,702$77,474$96,393$4,010$573,248
Special mention——6214285,061——6,110
Substandard2143,0951,5731,0676043,940—10,493
Total consumer 1-4 family residential loans$95,891$72,939$94,342$139,197$83,139$100,333$4,010$589,851
Year-to-date gross charge-offs$—$—$31$—$215$61$—$307
Consumer auto loans
Pass$115,240$48,236$42,397$39,896$11,045$2,015$—$258,829
Special mention————————
Substandard—44701227517—328
Total consumer auto loans$115,240$48,280$42,467$40,018$11,120$2,032$—$259,157
Year-to-date gross charge-offs$29$243$367$477$198$35$—$1,349
Consumer other consumer
Pass$27,912$12,521$6,704$7,014$2,223$4,096$1,534$62,004
Special mention————————
Substandard1613—161033—88
Total consumer other consumer loans$27,928$12,534$6,704$7,030$2,233$4,129$1,534$62,092
Year-to-date gross charge-offs (1)$510$203$44$107$49$152$1$1,066
Construction
Pass$71,154$24,768$2,505$570$—$—$—$98,997
Special mention————————
Substandard——1,106————1,106
Total construction loans$71,154$24,768$3,611$570$—$—$—$100,103
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—

(1)Includes $498 thousand in charged-off demand deposit overdrafts reported as 2025 originations.

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, an other than insignificant payment delay, or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. Typically, one type of concession, such as term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. In some cases, the Company provides multiple types of concessions on one loan.

The following table presents the amortized cost basis of loans at the dates indicated that were both experiencing financial difficulty and modified during each of the three months ended March 31, 2026 and 2025, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below (dollars in thousands):

Payment DelayTerm ExtensionRate ReductionTerm Extension and Payment DelayTerm Extension and Interest Rate ReductionPayment Delay and Interest Rate ReductionPayment Delay, Term Extension, and Interest Rate Reduction% of Total Class of Financing Receivable
Commercial real estate$—$—$—$—$—$—$——
Commercial - specialized545——50———0.15%
Commercial - general1520—————0.01%
Consumer:
1-4 family—30—249———0.05%
Auto loans————————
Other consumer————————
Construction—529—607———1.10%
$560$579$—$906$—$—$—0.07%
Commercial real estate$—$—$—$—$—$—$——
Commercial - specialized————————
Commercial - general—270—43———0.05%
Consumer:
1-4 family————————
Auto loans————————
Other consumer————————
Construction————————
$—$270$—$43$—$—$—0.01%

The following table presents the financial effects of the loan modifications presented above to borrowers experiencing financial difficulty for each of the three months ended March 31, 2026 and 2025 (dollars in thousands):

Weighted- Average Interest Rate ReductionWeighted- Average Term Extension (Months)
Commercial real estate——
Commercial - specialized—4
Commercial - general—13
Consumer:
1-4 Family residential—45
Auto loans——
Other consumer——
Construction—8
Commercial real estate——
Commercial - specialized——
Commercial - general—36
Consumer:
1-4 Family residential——
Auto loans——
Other consumer——
Construction——

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the last twelve months at the dates indicated (dollars in thousands):

Current30-89 Days Past Due90 Days or More Past DueNonaccrual
Commercial real estate$—$—$—$124
Commercial - specialized—50—638
Commercial - general69450—423
Consumer:
1-4 Family residential138——141
Auto loans5840——
Other consumer12———
Construction529——607
$1,431$140$—$1,933
Commercial real estate$90$46$—$336
Commercial - specialized———12
Commercial - general607——172
Consumer:
1-4 Family residential1,02523860—
Auto loans————
Other consumer————
Construction———141
$1,722$284$60$661

On an ongoing basis, the performance of modified loans is monitored for subsequent payment default. Payment default isdefined as movement to nonperforming status, foreclosure, or charge-off. During the three months ended March 31, 2026, the Company had three loans made to borrowers experiencing financial difficulty totaling $577 thousand that were modified during the last twelve months that subsequently defaulted. During the three months ended March 31, 2025, the Company had three loans made to borrowers experiencing financial difficulty totaling $141 thousand that were modified during the last twelve months that subsequently defaulted.

Upon the Company’s determination that a modified loan has subsequently been deemed to not be fully collectible, the uncollectible amount is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

  1. GOODWILL AND INTANGIBLES

The Company had goodwill of $19.3 million at March 31, 2026 and December 31, 2025.

Other intangible assets, which consisted of core deposit intangibles at the dates indicated are summarized below (dollars in thousands):

March 31, 2026December 31, 2025
Amortized intangible assets:
Core deposit intangible$6,679$6,679
Less: Accumulated amortization(5,667)(5,546)
Other intangible assets, net$1,012$1,133
  1. MORTGAGE SERVICING RIGHTS

The following table reflects the changes in fair value of the Company’s mortgage servicing rights asset included in the Consolidated Balance Sheets, and other information related to the serviced portfolio, for the periods or dates presented (dollars in thousands):

Three Months Ended March 31,
20262025
Beginning balance$24,041$26,292
Additions320199
Valuation adjustment250(1,585)
Ending balance$24,611$24,906
March 31, 2026December 31, 2025
Mortgage loans serviced for others$1,792,545$1,810,579
Mortgage servicing rights assets as a percentage of serviced mortgage loans1.37%1.33%

The following table reflects the key assumptions used in measuring the fair value of the Company’s mortgage servicing rights as of the dates indicated:

March 31, 2026December 31, 2025
Weighted average constant prepayment rate7.27%8.81%
Weighted average discount rate9.71%9.70%
Weighted average life in years7.807.43
  1. BORROWING ARRANGEMENTS

Subordinated Debt

In December 2018, the Company issued $14.1 million of subordinated notes that have a maturity date of December 2030 and a weighted average fixed rate of 6.41% for the first seven years. After the fixed rate period, these notes will float at the Wall Street Journal prime rate, with a floor of 4.0% and a ceiling of 7.5%. These notes pay interest quarterly, are unsecured, and may be called by the Company at any time after the remaining maturity isfive years or less. Additionally, these notes are intended to qualify for Tier 2 capital treatment, subject to regulatory limitations.

As of March 31, 2026 and December 31, 2025, the total amount of subordinated notes outstanding was $14.1 million.

Notes Payable and Other Borrowings

As of March 31, 2026 and December 31, 2025, City Bank hadno outstanding advances from the Federal Home Loan Bank of Dallas (“FHLB”) or any short-term borrowings.

  1. STOCK-BASED COMPENSATION

Equity Incentive Plan

The 2019 Equity Incentive Plan (“Plan”) was approved by the Company’s Board of Directors on January 16, 2019 and by its shareholders on March 6, 2019. The purpose of the Plan is to: (i) attract and retain the best available personnel for positions of substantial responsibility, (ii) provide additional incentive to employees, directors and consultants, and (iii) promote the success of the Company’s business. This Plan permits the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and other stock-based awards. The maximum aggregate number of shares of common stock that may be issued pursuant to all awards under the Plan was 5,901,991 at March 31, 2026. The maximum aggregate number of shares that may be issued under the Plan may be increased annually by up to 3% of the total issued and outstanding common shares of the Company at the beginning of each fiscal year.

The fair value of each option award is estimated on the date of grant using the Black-Scholes model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock and similar peer company averages. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes in to account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

Options

A summary of activity in the Plan during the period indicated is presented in the table below (dollars in thousands, except per share data):

Number of SharesWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Life in YearsAggregate Intrinsic Value
Outstanding at beginning of year:1,076,673$18.92
Granted28,67538.92
Exercised——
Forfeited——
Expired——
Balance at end of period1,105,348$19.443.95$24,829
Exercisable at end of period1,030,024$18.373.60$24,237
Vested at end of period1,030,024$18.373.60$24,237

A summary of assumptions used to calculate the fair values of the awards granted during the periods noted is presented below:

Three Months Ended March 31,
20262025
Expected volatility39.61%41.21%
Expected dividend yield1.80%1.80%
Expected term (years)6.16.1
Risk-free interest rate3.85%4.43%
Weighted average grant date fair value$14.44$13.35

The total intrinsic value of options exercised during the three months ended March 31, 2026 and 2025 was $— and $459 thousand, respectively.

Restricted Stock Awards and Units

A summary of activity in the Plan during the period indicated is presented in the table below:

Number of SharesWeighted-Average Grant Date Fair Value
Outstanding at beginning of year:241,035$28.60
Granted60,97241.23
Released(57,194)29.86
Forfeited(701)23.67
Balance at end of period244,112$31.48
Nonvested at end of period152,366$34.31
Vested unreleased at end of period91,746$26.78

Restricted stock units granted under the Plan typically vest fromone tofour years, but vesting periods may vary. Compensation expense for these grants will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date. The total fair value of restricted stock units released during each of the three months ended March 31, 2026 and 2025 was $1.7 million and $443 thousand, respectively.

For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense related to the Plan of $627 thousand and $536 thousand, respectively.

The total unrecognized compensation cost for the awards outstanding under the Plan at March 31, 2026 was $5.9 million and will be recognized over a weighted average remaining period of 1.85 years.

Employee Stock Purchase Plan – The Company maintains the South Plains Financial, Inc. 2023 Employee Stock Purchase Plan (the “ESPP”) offering eligible employees an opportunity to purchase shares of Company common stock at a 15% discount from the lesser of fair market value on the first or last day of each six-month offering period, beginning August 1, 2024. The ESPP provides for the purchase of up to an aggregate ofone million shares of the Company’s common stock by the employees. A maximum of 1,200 shares per employee may be purchased per offering period. The ESPP benefit is treated as compensation to the employee, and the compensation expense will be recognized over the service period based on the grant date fair value of the rights determined at the beginning of the purchase period, adjusted for forfeitures and certain modifications. Stock-based compensation expense related to the ESPP was $41 thousand and $33 thousand for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026, there was $45 thousand of total unrecognized compensation expense related to estimated ESPP shares. These costs are expected to be recognized over a period offour months. As of March 31, 2026,24,377 shares were issued under the ESPP.

A summary of assumptions used to calculate the grant date fair value of the ESPP rights for the periods indicated is presented below:

Three Months Ended March 31,
20262025
Expected volatility26.35% to 29.24%31.31% to 36.08%
Expected dividend yield1.59% to 1.78%1.70% to 1.89%
Expected term (years)0.50.5
Risk-free interest rate3.59% to 4.12%4.24% to 5.02%
  1. OFF-BALANCE-SHEET ACTIVITIES, COMMITMENTS AND CONTINGENCIES

Financial instruments with off-balance-sheet risk - The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Company’s consolidated financial statements. The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for recorded instruments.

Financial instruments whose contract amounts represent credit risk outstanding at the dates indicated follow (dollars in thousands):

March 31, 2026December 31, 2025
Commitments to grant loans and unfunded commitments under lines of credit$627,886$554,286
Standby letters of credit29,79130,681

Commitments to grant loans and extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company requires collateral supporting those commitments if deemed necessary.

FHLB Letters of Credit - The Company may use FHLB letters of credit to pledge to certain public deposits. At March 31, 2026 and December 31, 2025 there wereno FHLB letters of credit outstanding.

Litigation – The Company is a defendant in legal actions arising from time to time in the normal course of business. Management believes that the ultimate liability, if any, arising from these matters will not materially affect the consolidated financial statements, based on information known as of the date the consolidated financial statements were available to be issued.

  1. CAPITAL AND REGULATORY MATTERS

The Company and its bank subsidiary are subject to various regulatory capital requirements administered by its banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and its bank subsidiary’s financial statements. Under capital guidelines and the regulatory framework for prompt corrective action, the Company and its bank subsidiary must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Company and its bank subsidiary to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of March 31, 2026 and December 31, 2025, that the Company and its bank subsidiary met all capital adequacy requirements to which they are subject.

As of March 31, 2026 and December 31, 2025, the Company met the definition of “well-capitalized” under the applicable regulations of the Board of Governors of the Federal Reserve System and the bank subsidiary was “well capitalized” under the FDIC’s regulatory framework for prompt corrective action and the Basel III capital guidelines. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following tables. There are no conditions or events since March 31, 2026 that management believes have changed the bank subsidiary’s category.

The Company and its bank subsidiary’s actual capital amounts and ratios at the dates indicated follows (dollars in thousands):

ActualMinimum Required Under BASEL IIITo Be Well Capitalized Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
Total Capital to Risk Weighted Assets:
Consolidated$634,56817.61%$378,31410.50%N/AN/A
City Bank541,69615.04%378,18010.50%$360,17110.00%
Tier 1 Capital to Risk Weighted Assets:
Consolidated578,23016.05%306,2548.50%N/AN/A
City Bank496,65413.79%306,1468.50%288,1378.00%
Common Equity Tier 1 to Risk Weighted Assets:
Consolidated533,23014.80%252,2097.00%N/AN/A
City Bank496,65413.79%252,1207.00%234,1116.50%
Tier 1 Capital to Average Assets:
Consolidated578,23012.68%183,2434.00%N/AN/A
City Bank496,65410.90%183,1544.00%227,9265.00%
Total Capital to Risk Weighted Assets:
Consolidated$622,48517.26%$378,64510.50%N/AN/A
City Bank537,44414.91%378,57610.50%$360,54910.00%
Tier 1 Capital to Risk Weighted Assets:
Consolidated566,10715.70%306,5228.50%N/AN/A
City Bank492,35513.66%306,4668.50%288,4398.00%
Common Equity Tier 1 to Risk Weighted Assets:
Consolidated521,10714.45%252,4307.00%N/AN/A
City Bank492,35513.66%252,3847.00%234,3576.50%
Tier 1 Capital to Average Assets:
Consolidated566,10712.53%181,5914.00%N/AN/A
City Bank492,35510.90%181,5124.00%225,8685.00%

The Company is subject to the Basel III capital ratio requirements which include a “capital conservation buffer” of 2.50% above the regulatory minimum risk-based capital adequacy requirements. This 2.50% capital conservation buffer is reflected in the table above. Both the Company’s and the Bank’s actual ratios, as outlined in the table above, exceeded the Basel III risk-based capital requirement with the capital conservation buffer as of March 31, 2026.

State banking regulations place certain restrictions on dividends paid by banks to their shareholders. Dividends paid by the Company’s bank subsidiary would be prohibited if the effect thereof would cause the bank subsidiary’s capital to be reduced below applicable minimum capital requirements.

  1. DERIVATIVES

The Company utilizes interest rate swap agreements as part of its asset-liability management strategy to help manage its interest rate risk position. These interest rate swaps are designated and qualify as fair value hedges and are entered into to reduce exposure to changes in fair value of fixed rate financial instruments. The notional amounts of the interest rate swaps do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amounts and the other terms of the individual interest rate swap agreements.

The following table reflects the changes in fair value hedges included in the Consolidated Statements of Comprehensive Income for the periods indicated (dollars in thousands):

Three Months Ended
March 31,
Interest Rate ContractsLocation20262025
Change in fair value of interest rate swaps hedging investment securitiesOther noninterest expense$(64)$(2,436)
Change in fair value of hedged investment securitiesOther noninterest expense262,252
Change in fair value of interest rate swaps hedging fixed rate loansInterest income - loans—(59)
Change in fair value of hedged fixed rate loansInterest income - loans—71

The following table reflects the fair value hedges included in the Consolidated Balance Sheets at the dates indicated (dollars in thousands):

March 31, 2026December 31, 2025
Notional AmountFair ValueNotional AmountFair Value
Included in other liabilities:
Interest rate swaps related to fixed rate loans$—$—$—$—
Interest rate swaps related to state and municipal securities————
Included in other assets:
Interest rate swaps related to fixed rate loans$2,006$24$2,030$24
Interest rate swaps related to state and municipal securities116,8109,666117,8609,730

Mortgage banking derivatives

The net gains (losses) relating to free standing derivative instruments used for risk management are summarized below for the periods indicated (dollars in thousands):

Three Months Ended
March 31,
Location20262025
Gain (loss) on mortgage banking derivativesNet gain on sales of loans$192$83

The following table reflects the amount and fair value of mortgage banking derivatives in the Consolidated Balance Sheets at the dates indicated (dollars in thousands):

March 31, 2026December 31, 2025
Notional AmountFair ValueNotional AmountFair Value
Included in other assets:
Forward contracts related to mortgage loans held for sale$18,125$67$—$—
Interest rate lock commitments24,85640316,127216
Included in other liabilities:
Forward contracts related to mortgage loans held for sale$4,641$127$15,746$65

The Company had received cash collateral of $9.3 million and $10.5 million to offset asset derivative positions on its interest rate swaps at March 31, 2026 and December 31, 2025, respectively. This amount is reported in other liabilities in the Consolidated Balance Sheets. The Company had advanced $1.1 million to offset liability derivative positions on its interest rate swaps at March 31, 2026 and December 31, 2025. Additionally, the Company had advanced $270 thousand on its mortgage forward contracts at March 31, 2026 and December 31, 2025. The advanced cash collateral amounts are reported in cash and due from banks in the Consolidated Balance Sheets.

  1. EARNINGS PER SHARE

The factors used in the earnings per share computation for the periods indicated follow (dollars in thousands, except per share data):

Three Months Ended March 31,
20262025
Net income$14,545$12,294
Weighted average common shares outstanding - basic16,318,57016,415,862
Effect of dilutive securities:
Stock-based compensation awards717,764649,737
Weighted average common shares outstanding - diluted17,036,33417,065,599
Basic earnings per share$0.89$0.75
Diluted earnings per share$0.85$0.72
  1. SEGMENT INFORMATION

Operating segments are components of a business about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company’s reportable banking segment is determined by its President, who is the designated CODM. City Bank is the only significant subsidiary upon which the CODM makes decisions regarding how to allocate resources and assess performance. Individual bank branches offer a group of similar services, including commercial, real estate and consumer loans, time deposits, checking and savings accounts, all with similar operating and economic characteristics. While the CODM monitors the revenue streams of the various products, services, and branch locations, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the community banking services and branch locations are considered by management to be aggregated intoone reportable operating segment, banking. Loans, investments, and deposits provide the significant revenues and interest expense, provision for credit losses and salaries and employee benefits comprise the significant expenses within the banking segment. All significant revenues and expenses mentioned above are shown individually on the Consolidated Statements of Comprehensive Income.

  1. FAIR VALUE DISCLOSURES

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are: (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

Valuation techniques that are consistent with the market approach, the income approach and/or the cost approach are required by GAAP. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset. Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy for valuation inputs gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

●Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
●Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
●Level 3 Inputs - Significant unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

The following table summarizes fair value measurements as of the dates indicated below (dollars in thousands):

Level 1Level 2Level 3Total
Assets (liabilities) measured at fair value on a recurring basis:
Securities available for sale:
U.S government and agencies$—$49,990$—$49,990
State and municipal—173,197—173,197
Residential mortgage-backed securities—254,065—254,065
Commercial mortgage-backed securities—45,833—45,833
Commercial collateralized mortgage obligations—67,067—67,067
Asset-backed and other amortizing securities—12,700—12,700
Other securities————
Loans held for sale (mandatory)—15,471—15,471
Mortgage servicing rights——24,61124,611
Asset derivatives—10,160—10,160
Liability derivatives—(127)—(127)
Assets measured at fair value on a non-recurring basis:
Loans held for investment——2,3442,344
Assets (liabilities) measured at fair value on a recurring basis:
Securities available for sale:
State and municipal$—$176,305$—$176,305
Residential mortgage-backed securities—260,760—260,760
Commercial mortgage-backed securities—44,786—44,786
Commercial collateralized mortgage obligations—67,597—67,597
Asset-backed and other amortizing securities—13,132—13,132
Other securities—4,960—4,960
Loans held for sale (mandatory)—7,796—7,796
Mortgage servicing rights——24,04124,041
Asset derivatives—9,970—9,970
Liability derivatives—(65)—(65)
Assets measured at fair value on a non-recurring basis:
Loans held for investment——5,5155,515

Securities – Fair value is calculated based on market prices of similar securities using matrix pricing. Matrix pricing is a mathematical technique commonly used to price debt securities that are not actively traded.

Mortgage servicing rights – Mortgage servicing rights are reported at fair value using Level 3 inputs. The mortgage servicing rights asset is valued by projecting net servicing cash flows, which are then discounted to estimate the fair value. The fair value of the mortgage servicing rights asset is impacted by a variety of factors, including prepayment speeds, default rates, and discount rates, which are significant unobservable inputs. Mortgage servicing rights are the only Level 3 asset measured at fair value on a recurring basis, see Note 6 for the Level 3 change activity for each of the three months ended March 31, 2026 and 2025.

Derivatives – Fair value of derivatives is based on valuation models using observable market data as of the measurement date.

Loans held for investment – Includes certain collateral-dependent loans which are reported at fair value, for which a specific allocation of the allowance for credit losses is based off of the underlying collateral, less estimated disposal costs, if repayment is expected solely from the sale of the collateral. Collateral values are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria.

Fair Values of Assets Recorded on a Recurring Basis for which the Fair Value Option has been Elected

Loans held for sale (mandatory) – Loans held for sale originated for mandatory delivery are reported at fair value on a recurring basis due to the Company’s election to adopt fair value accounting treatment for these assets. This election allows for a more effective offset of the changes in fair values of the assets and the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting under ASC Topic 815, Derivatives and Hedging. For assets for which the fair value option has been elected, the earned current contractual interest payment is recognized in interest income, loan origination costs and fees on fair value option loans are recognized in earnings as incurred and not deferred. At March 31, 2026, and December 31, 2025, there wereno gains or losses recorded attributable to changes in instrument-specific credit risk. Fair value is determined using quoted prices for similar assets, adjusted for specific attributes of that loan. At March 31, 2026 and December 31, 2025, the aggregate fair value of loans held for sale for mandatory delivery was $15.5 million and $7.8 million, respectively. The aggregate unpaid principal balance as of the same dates was $15.3 million and $7.6 million, respectively, representing differences between fair value and unpaid principal balance of $194 thousand and $152 thousand, respectively. The Company hadno loans held for sale for mandatory delivery designated as nonaccrual or 90 days or more past due at each of March 31, 2026 and December 31, 2025.

The total fair value option impact on noninterest income for loans held for sale for mandatory delivery is included in Net gain on sales of loans in the Consolidated Statements of Comprehensive Income. For each of the three months ended March 31, 2026 and 2025, the net (gain) loss amount totaled $(233) thousand and $(88) thousand, respectively.

The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at the dates indicated (dollars in thousands):

Fair Value · Valuation Techniques · Unobservable Inputs · Range of Discounts
Non-recurring:
Loans held for investment$2,344Third party appraisals or inspectionsCollateral discounts and selling costs20% to 35%
Recurring:
Mortgage servicing rights24,611Discounted cash flowsConstant prepayment rate7.27%
Discount rate9.71%
Non-recurring:
Loans held for investment$5,515Third party appraisals or inspectionsCollateral discounts and selling costs20% to 60%
Recurring:
Mortgage servicing rights24,041Discounted cash flowsConstant prepayment rate8.81%
Discount rate9.70%

The estimated fair values, and related carrying amounts, of the Company’s financial instruments that are not previously disclosed in the recurring fair values section are as follows (dollars in thousands):

Carrying AmountLevel 1Level 2Level 3Total Fair Value
Financial assets:
Cash and cash equivalents$722,000$722,000$—$—$722,000
Loans held for investment, net3,058,707——3,040,8503,040,850
Loans held for sale (best efforts)1,732—1,757—1,757
Accrued interest receivable17,009—17,009—17,009
Financial liabilities:
Deposits4,027,586—4,027,579—4,027,579
Accrued interest payable4,578—4,578—4,578
Junior subordinated deferrable interest debentures46,393—35,169—35,169
Subordinated debt14,100—13,246—13,246
Financial assets:
Cash and cash equivalents$552,439$552,439$—$—$552,439
Loans held for investment, net3,099,371——3,082,0723,082,072
Loans held for sale (best efforts)2,197—2,237—2,237
Accrued interest receivable20,931—20,931—20,931
Financial liabilities:
Deposits3,874,077—3,873,806—3,873,806
Accrued interest payable5,014—5,014—5,014
Junior subordinated deferrable interest debentures46,393—35,213—35,213
Subordinated debt14,100—13,907—13,907
  1. SUBSEQUENT EVENTS

BOH Merger

On April 1, 2026, the Company acquired all of the outstanding common stock of BOH, a Texas corporation and the bank holding company for Bank of Houston, in a stock transaction. Pursuant to the Reorganization Agreement, shareholders of BOH received 0.1925 shares of the Company’s common stock in exchange for each share of BOH stock resulting in the Company issuing 2,803,535 shares of its common stock. In total, the purchase price for BOH was $118.1 million.

The Merger will be accounted for under ASC 805 as a business combination. The excess of the fair value of consideration transferred over total identifiable net assets will be recorded as goodwill. The initial accounting for the acquisition has not been completed because the information to measure the fair value of financial assets, financial liabilities and goodwill is not yet available. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. We will include the relevant disclosures as required in the second quarter of 2026. For more information see Note 2.

Dividend Declaration

On April 16, 2026, the Company declared a cash dividend of $0.17 per share of common stock to be paid on May 11, 2026 to all shareholders of record as of the close of business on April 27, 2026.

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