🧾 What This Document Is

This is a DEF 14A Proxy Statement. Think of it as an official "agenda packet" and "instruction guide" sent to shareholders before the annual meeting. It explains what needs to be voted on and provides the information you need to make those decisions.

👉 Why it matters: As a shareholder, you own a piece of the company. This document tells you what the leadership wants you to vote on and gives you the details to hold them accountable.

🏢 The Company in Simple Terms

South Plains Financial, Inc. (SPFI) is a bank holding company. Its main business is owning and operating City Bank, which provides traditional banking services like loans and deposits. They are based in Lubbock, Texas.

👉 Why it matters: Understanding that SPFI is essentially a bank helps frame the entire discussion, from its risks to its community focus.

🗓️ The Annual Meeting Details

The 2026 annual meeting will be held virtually on Monday, May 11, 2026, at 2:00 p.m. Central Time. You can't attend in person.

Key Logistics:

How to join: Go to www.virtualshareholdermeeting.com/SPFI2026 and use your unique 16-digit control number.
Record Date: To vote, you must have owned shares by March 19, 2026.
Quorum Needed: For any vote to count, a majority of voting shares must be represented (either in person online or by proxy).

📋 The Three Proposals to Vote On

Here’s what you’re being asked to decide, and the board's recommendation on each:

Elect Two Directors (Proposal 1): You're voting on Richard D. Campbell and LaDana R. Washburn for a 3-year term. They are up for re-election.
- 👉 Board says: VOTE FOR.
Ratify the Auditor (Proposal 2): You're approving the choice of Forvis Mazars, LLP as the company's independent accounting firm for 2026.
- 👉 Board says: VOTE FOR. This is routine, but important for checks and balances.
"Say on Pay" (Proposal 3): This is an advisory, non-binding vote on the compensation of the top executives. You're giving an opinion on whether the pay packages are fair.
- 👉 Board says: VOTE FOR. While not mandatory for the company to follow, the result is considered.

👥 Board & Governance

The board is divided into three classes with staggered terms. This vote is for Class I.

Current Board (7 members):
- Class I (term expires 2026): Richard D. Campbell, LaDana R. Washburn (the ones you're voting on).
- Class II (term expires 2027): Cory T. Newsom, James D. Stein, Noe G. Valles.
- Class III (term expires 2028): Curtis C. Griffith, Kyle R. Wargo.
Leadership: Curtis C. Griffith is the Chairman and CEO. The board does not separate these roles. Richard D. Campbell is the Lead Independent Director.

👉 Why it matters: A staggered board means only a third of directors are up for election each year, which can make hostile takeovers more difficult.

📊 Executive Compensation (The "Say on Pay" Details)

The document includes a long section (CD&A) explaining how executives are paid. The plan aims to link pay to performance and long-term shareholder value.

Components: Base salary, annual cash bonuses, and long-term equity awards (like stock).
Philosophy: They compare their pay programs to peer companies to ensure competitiveness. Pay is tied to hitting company performance goals.

⚖️ Big Picture: Strengths & Risks

👍 Strengths (Why shareholders might approve):
- Experienced Board: Mix of banking, energy, legal, and financial audit expertise.
- Community Focus: Deep local ties in Texas markets.
- Governance: Clear committee structures (Audit, Compensation, Nominating) with independent directors.
⚠️ Risks (What to watch for):
- Concentrated Leadership: The Chairman and CEO are the same person. While common, some investors prefer these roles separated for stronger oversight.
- Business Risk: As a bank, SPFI is exposed to economic downturns, interest rate changes, and credit/loan risks.

🧠 The Analogy

Think of this proxy statement like the agenda and background packets you get for your condo association's annual meeting. You're not just voting on who's on the board; you're also approving the budget (the auditor) and giving your opinion on whether the property manager's salary is reasonable ("Say on Pay"). The document gives you the meeting link and tells you exactly what's on the ballot so you can vote from home.

🧩 Final Takeaway

This is your chance as a shareholder to have a say in the company's direction by electing directors, approving its auditor, and voicing your opinion on executive pay. The board recommends voting in favor of all three proposals at the virtual meeting on May 11, 2026.

SOUTH PLAINS FINANCIAL, INC. — DEF 14A Filing