Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 30, 2020

South Plains Financial, Inc.
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

5219 City Bank Parkway Lubbock, Texas
(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
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 7.01
Regulation FD Disclosure.

On July 30, 2020, South Plains Financial, Inc. (the “Company”) will present at the Virtual Community Bank Investor Conference hosted by Keefe, Bruyette & Woods, Inc., a Stifel company.  A copy of the investor presentation that the Company will use at the conference is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.  This investor presentation will also be available on our website, www.spfi.bank, under the “News & Events” section.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01
Financial Statements and Exhibits.

South Plains Financial Inc. Investor Presentation, dated July 30, 2020


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  July 30, 2020
/s/ Curtis C. Griffith
Curtis C. Griffith
Chairman and Chief Executive Officer

Exhibit 99.1

 South Plains Financial  Investor Presentation   Second Quarter, 2020  1 

 Forward-Looking Statements and Disclosures   FORWARD-LOOKING STATEMENTSThis presentation contains, and future oral and written statements of South Plains Financial, Inc. (“South Plains” or the “Company”) and City Bank may contain, statements about future events that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect South Plains’ current views with respect to, among other things, future events and South Plains’ financial performance. Any statements about South Plains’ expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Forward-looking statements include, but are not limited to: (i) projections and estimates of revenues, expenses, income or loss, earnings or loss per share, and other financial items, including our estimated financial results for 2020, (ii) statements of plans, objectives and expectations of South Plains or its management, (iii) statements of future economic performance, and (iv) statements of assumptions underlying such statements. Forward-looking statements should not be relied on because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of South Plains and City Bank. These risks, uncertainties and other factors may cause the actual results, performance, and achievements of South Plains and City Bank to be materially different from the anticipated future results, performance or achievements expressed in, or implied by, the forward-looking statements. Factors that could cause such differences include, but are not limited to, local, regional, national and international economic conditions, the extent of the impact of the COVID-19 pandemic, including the impact of actions taken by governmental and regulatory authorities in response to such pandemic, such as the Coronavirus Aid, Relief, and Economic Security Act and subsequent related legislations, and the programs established thereunder, and City Bank’s participation in such programs, volatility of the financial markets, changes in interest rates, regulatory considerations, competition and market expansion opportunities, changes in non-interest expenditures or in the anticipated benefits of such expenditures, the receipt of required regulatory approvals, changes in non-performing assets and charge-offs, changes in tax laws, current or future litigation, regulatory examinations or other legal and/or regulatory actions, the impact of any tariffs, terrorist threats and attacks, acts of war or threats thereof or other pandemics. Therefore, South Plains can give no assurance that the results contemplated in the forward-looking statements will be realized. For more information about these factors, please see South Plains’ reports filed with or furnished to the SEC, including South Plains’ most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q on file with the U.S. Securities and Exchange Commission (the “SEC”), including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Further, any forward-looking statement speaks only as of the date on which it is made and South Plains undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law. All forward-looking statements herein are qualified by these cautionary statement.NON-GAAP FINANCIAL MEASURESManagement believes that certain non-GAAP performance measures used in this presentation provide meaningful information about underlying trends in its business and operations. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, SPFI’s reported results prepared in accordance with GAAP. Numbers in this presentation may not sum due to rounding.  2 

 A Leading West Texas Franchise    3  Financial Snapshot (As of June 30, 2020)  Our Company  Bank holding company headquartered in Lubbock, Texas with $3.6 billion in total assetsOne of the largest independent banks headquartered in West TexasRecently executed a successful IPO in May 2019; now one of two publicly-traded Texas institutions west of I-35Repeatedly recognized as an outstanding place to work, including being on American Banker’s Best Banks to Work For list six consecutive times  Balance Sheet (Dollars in thousands)      2Q20  Total Assets  $3,584,532  Total Loans Held for Investment  $2,331,716  Allowance for Loan Losses  $40,635  Total Deposits  $2,947,837  Interest-bearing Deposits  $2,006,984  Noninterest-bearing Deposits  $940,853  Total Stockholders’ Equity  $336,534  Profitability (Dollars in thousands)      2Q20  Net Income  $5,615  Return on Average Assets  0.64%  Return on Average Equity  6.81%  Net Interest Margin  3.79%  Efficiency Ratio  63.28%  Capital Ratios      2Q20  Total Stockholders’ Equity to Total Assets  9.39%  Tangible Common Equity to Tangible Assets  8.68%  Common Equity Tier 1 to Risk-Weighted Assets  10.51%  Tier 1 Capital to Average Assets  9.60%  Total Capital to Risk-Weighted Assets  14.36%  Asset Quality      2Q20  Nonperforming Loans to Total Loans Held for Investment  0.45%  Nonperforming Assets to Total Assets  0.33%  Allowance for Loan Losses to Total Loans Held for Investment  1.74%  Net Charge-Offs to Average Loans Outstanding (annualized)  0.27%  Financial data as of June 30, 2020 as complied and reported by South Plains  New Mexico  Texas  Dallas  Bryan /College Station  Houston  Midland  Odessa  El Paso  Lubbock  Ruidoso  SanAntonio  Ft. Worth  Austin  Albuquerque  Santa Fe    SPFI Branches (25)655 FTE Employees    

 Our History and Growth Profile    4  Total Assets(1)  Our History  Loans and Deposits(1)  Tangible Common Equity(1)  First State Bank of Morton, a community bank that held approximately $1 million of total assets in 1941Parent company to First State Bank of Morton acquired South Plains National Bank of Levelland, Texas in 1991 and changed its name to South Plains BankCompany became the holding company to First State Bank of Morton and South Plains Bank in 1993Acquired City Bank in 1993, which was originally established in Lubbock in 1984, and merged First State Bank of Morton and South Plains Bank into City Bank in 1998 and 1999, respectively$59.2 million initial public offering on May 8, 2019, pricing with-in the range at $17.50Recently closed the $76.1 million acquisition of West Texas State Bank which added six branches to the Midland / Odessa area and approximately $430 million in assetsToday we serve our customers through 25 full-service banking locations across six geographic markets, and 13 mortgage loan production offices  Source: Company filings and documents; in $ Millions  

 Investment Highlights  5  Improving Profitability  Organic Growth  Strong Credit Culture  Enterprise Risk Management  Experienced Management Team   Emphasize Community Banking  Capital Allocation to Drive Value    1  2  3  4  5  6  7 

  Experienced Management Team    6  Curtis C. GriffithChairman & Chief Executive Officer  Elected to the board of directors of First State Bank of Morton, Texas, in 1972 and employed by it in 1979Elected Chairman of the First State Bank of Morton board in 1984Chairman of the Board of City Bank and the Company since 1993  Steven B. CrockettChief Financial Officer & Treasurer  Began his career in public accounting in 1994 by serving for seven years with a local firm in Lubbock, TexasAppointed Chief Financial Officer in 2015Controller of the Bank and The Company for 14 and 5 years respectively  Mikella D. NewsomChief Risk Officer & Secretary  24-year banking careerAppointed Chief Risk Officer of the Company in 2019Chief Risk Officer of the Bank for 5 years Appointed Secretary of the Company in 2013Previously Chief Financial Officer of the Bank  Cory T. NewsomPresident  Entire banking career with the Company focused on lending and operationsAppointed President and Chief Executive Officer of the Bank in 2008Joined the Board in 2008  Brent A. BatesCity Bank’s Chief Credit Officer  Joined City Bank in February 2020Division Cred Officer for Simmons First National CorpEVP and Chief Credit Officer of Southwest Bancorp, Inc.  1 

  Significant Insider Share Ownership  Stakeholders / Insiders currently own approximately 40.4% of the Company    7      Shares(1)      Name  Title  Position  % Outstanding  Market Value (000’s)  South Plains Financial ESOP  ESOP  2,678,648  14.83  $35,733  Curtis C. Griffith  Chairman & CEO  2,480,913  13.74  $33,095  Henry Taw, L.P. *  Individual  1,703,787  9.43  $22,729  Cory T. Newsom  President & Director  206,954  1.15  $2,761  Noe G. Valles  Director  83,272  0.46  $1,111  Steven B. Crockett  CFO & Treasurer  47,512  0.26  $634  Richard D. Campbell  Lead Director  43,899  0.24  $586  Kelly L. Deterding  Pres. Insur Division & SVP of Insur Dev (Bank)  21,729  0.12  $290  Mikella D. Newsom  Chief Risk Officer and Secretary  17,822  0.10  $238  Kyle R. Wargo  Director  7,672  0.04  $102  Allison S. Navitskas  Director  3,672  0.02  $49  Cynthia B. Keith  Director  3,672  0.02  $49  Total    7,299,552  40.42%  $97,377            Market data as of July 22, 2020; Shareholder information as of June 17, 2020. Source: Company filings and documents; S&P Global Market Intelligence  1  * - Voting power for shares is with Richard D. Campbell 

  Emphasize Community Banking    8  2  Our strategy - deliver best-in-class customer service and achieve our goal of becoming the preferred community bank in our market areasTo achieve our goal - we build long-lasting relationships with our customers by delivering high quality products and services Our focus on providing “big bank” products with the personal attention of a community bank resonates with our customers and drives market shareOur customer service-driven, community-focused business model differentiates our company from competitors, many of which are larger out-of-market banks  Our Goal  We measure success by the support that we can provide to our local communities, not the level of business that we can achieveProviding service and aid to our communities is, ultimately, how we have succeeded over our long historyOur dedication and commitment is at the core of City Bank’s culture as we encourage our employees to volunteer, including as part of their workOur employees have partnered with Meals on Wheels to help care for senior citizens in Lubbock and the Bank has also been a long time supporter of the South Plains Food Bank and have made a five year, $150,000 pledge  Dedicated to Supporting our Communities 

  Our Markets of Operation  9  Market  Branches(1)  Deposits (millions)(1)  Market Highlights    10  $1,744  Population in excess of 315,000 with major industries in agribusiness, education, and trade among othersHome of Texas Tech University – enrollment of 39,000 students    6  $357  Area produces about 50% of the crude oil in Texas and accounts for 20% of U.S. oil outputResponsible for the production of nearly four million barrels of crude oil per day, or roughly one third of Total U.S. oil production    3  $266  DFW is the largest MSA in Texas and fourth largest in the nationResponsible for producing 33% of Texas GDP in 2018Home to 24 Fortune 500 Companies    2  $138  Serves as a regional economic hubLarge investments from developers over the past ten years – housing subdivisions, condominiums, retail establishments, etc.Growing retirement community    2  $109  Population of 850,000+ with major military presence through Fort BlissAdjacent to Juarez, Mexico, which has a growing industrial center, and an estimated population of 1.5 million peopleHome to four universities including The University of Texas at El Paso    1  $66  Home to Texas A&M University – enrollment of 69,000 studentsRanked first in Texas and third nationwide for Best Small Places for Business and Careers in 2017 by Forbes    1  $26  Second largest MSA in Texas and fifth largest in the nationHome to 19 Fortune 500 CompaniesCalled the “Energy Capital of the World,” the area also boasts the world’s largest medical center and second busiest port in the U.S.  2  Deposit data as of June 30, 2019 as complied and reported by S&P Global Market Intelligence. Source: FDIC; S&P Global Market Intelligence  Permian Basin  Dallas /Ft. Worth  Ruidoso /Eastern New Mexico  El Paso  Bryan /College Station  Houston /The Woodlands  Lubbock /South Plains 

    Our Markets of Operation (Cont’d)    10  Deposit Market Share: Lubbock MSA  Lubbock, Texas – Our Home Market  Major industries include agriculture – primarily cotton, corn, and grain sorghum – as well as education, trade and transportation, health services and governmentHome to Texas Tech University – enrollment ranks within the top 10 for universities in Texas as of Spring 2019 at 39,000+ studentsThe Lubbock MSA reports unemployment of 2.8% for 2019Forbes listed Lubbock as one of its ‘‘Best Places for Business and Careers’’ during 2018      Headquarters      In-Market      Rank  Institution  City  State    Branches  Deposits (Millions)(1)  Market Share  1  Hilltop Holdings  Dallas  TX    11  $1,734  19.3%  2  South Plans Financial  Lubbock  TX    9  $1,527  17.0%  3  Heartland Financial USA  Dubuque  IA    10  $899  10.0%  4  Wells Fargo  San Francisco  CA    10  $814  9.1%  5  Amarillo National Bancorp  Amarillo  TX    9  $791  8.8%  6  Prosperity Bancshares  Houston  TX    15  $728  8.1%  7  Peoples Bancorp  Lubbock  TX    6  $418  4.7%  8  Bank of America  Charlotte  NC    2  $362  4.0%  9  Vista Bancshares  Dallas  TX    7  $274  3.1%  10  Happy Bancshares  Canyon  TX    6  $269  3.0%  11  Americo Bancshares  Wolfforth  TX    5  $222  2.5%  12  Plains Bancorp  Dimmitt  TX    3  $167  1.9%  13  Lone Star State Bancshares  Lubbock  TX    1  $156  1.7%  14  First Bancshares of Texas  Midland  TX    2  $138  1.5%  15  BBVA  Bilbao  Spain    2  $136  1.5%  Top 1 - 10 Total          98  $8,633  96.2%  Total For Market (25)          114  $8,977  100.0%                  2  Deposit data as of June 30, 2019 as complied and reported by S&P Global Market Intelligence. Source: BLS; FDIC; S&P Global Market Intelligence; Lubbock Chamber of Commerce; Forbes 

  Enterprise Risk Management     11  3  We implemented a rigorous enterprise risk management (“ERM”) system in the aftermath of the financial crisis, and view this development as a defining event for our institution  This system delivers a systematic approach to risk measurement and enhances the effectiveness of risk management across the institution  Integrating this system into our culture and strategic decision making has improved all functional areas of the business  Significantly improved asset quality by enhancing our underwriting process, and establishing a specific credit appetite that aligns to the broader enterprise risk management framework  Operational oversight heightened to include monitoring for potential personnel, process and systems issues  We have also implemented monitoring and controls for other functional areas such as:Information security and technology, vendor management, liquidity, interest rate risk, compliance, and company reputation  The ERM program has positioned our Company to better consummate acquisitions with less risk and increased cost savings  We believe we are one of the only community banks in our size range and market area to implement such a comprehensive risk management system 

  Our Credit Culture    12  We have a service-driven, relationship-based, business-focused credit culture, rather than a price-driven, transaction-based cultureSubstantially all of our loans are made to borrowers located, or operating, in our primary market areas with whom we have ongoing relationships across various product linesThe few loans secured by properties outside of our primary market areas were made to borrowers who are otherwise well-known to usWe adhere to what we believe are disciplined underwriting standards, but also remain cognizant of serving the credit needs of customers in our primary market areas by offering flexible loan solutions in a responsive and timely mannerOur lending policies do not provide for loans that are highly speculative, subprime, or that have high loan-to-value ratiosWe maintain asset quality through an emphasis on:  These components, together with active credit management, are the foundation of our credit culture, which we believe is critical to enhancing the long-term value of our organization to our customers, employees, shareholders and communities  4  Local market knowledge   Long-term customer relationships   Consistent and thorough underwriting   Conservative Credit Culture  Loan Portfolio Diversity   Relationship Focused 

  Loan Approval Process    13    Striking a Balance Between:  In Our Decision Making and Responsiveness to Customers  Prudence  Disciplined Underwriting  Flexibility  Loans in excess of an individual officer’s lending limit up to $1 million may be approved by one (of three) lending and credit senior officersLoans to relationships between $1 million and $15 million are approved by our Lending Market Committee, or the Executive Loan Committee, depending on sizeLoans to relationships in excess of $15 million are to be approved by the Board Credit Risk CommitteeThese limits are reviewed periodically by the Company’s Board of DirectorsWe believe that our credit approval process provides for thorough underwriting and efficient decision making  4 

 Credit Quality    14  2Q’20 Highlights  Credit Quality Ratios  Recorded a $13.1 million provision for loan losses in Q2’20 as compared to $6.2 million in Q1’20 due primarily to management’s conservative and cautious approach Total classified loans increased to $95 million in Q2’20 from $39 million in Q1’20 largely due to downgrades in the hotel portfolio. A majority of hotel loans are performing as agreed, including recently modified terms  Net Charge-Offs to Average Loans  ALLL to Total Loans HFI 

  Covid-19 Cumulative Loan Modifications    15  The Company has taken an aggressive and proactive approach to managing credit in light of the economic uncertaintyMost at-risk loans over $1 million have been assigned to the Chairman, CEO, CLO, or CCO for additional oversightAdditionally, customers were offered a range of loan modifications with interest only being the preferred option by the BankThrough June 30, 2020, 19.9% of the Bank’s portfolio has been modified with 64% being interest onlyInterest only remains the preferred loan modification as it better aligns the needs of the customer and the Bank  2Q’20 Highlights  Loan Modifications$ In Thousands 

 We are actively recruiting additional lenders and employees from other institutions. We have had success in this area which we believe is attributable to our employee ownership, long-standing market presence and desirable culture in which our employees can thrive We also cross-sell our various banking products, including our deposits and treasury wealth management to our commercial loan customers, which we believe provides a basis for expanding our banking relationships   Organic Growth Strategy  Homegrown Returns  We focus on leveraging our banking platform as we have expanded into large metropolitan markets, such as Dallas and Houston, where we target customers looking for our relationship-based approach to banking and our sophisticated products and services Our strategy is to continue gathering low-cost deposits in smaller, non-metropolitan markets and deploy them in larger, more dynamic lending markets, where we have had strong success    16  Includes three Dallas, TX branches, two El Paso, TX branches, and one Houston, TX branchIncludes eleven branches in the Lubbock/South Plains market area, six branches in the Permian Basin, TX, two branches in Ruidoso/Eastern, NM, and one branch in Bryan/College Station, TXDeposit and Loan data as of December 31, 2019  (Dollars in thousands)    Deposits(3)        Loans(3)          Amount  Overall %      Amount  Overall %  Loans/Deposits  Metropolitan Markets(1)  $  435,606  16.2%    $  577,387  26.9%  132.5%  Community Markets(2)  $  2,261,251  83.8%    $  1,566,236  73.1%  69.3%  5 

  Capital Allocation to Drive Value    17  Growth Through Accretive M&A    We plan to take advantage of acquisition opportunities, and use a combination of public stock and cash to become the acquirer of choice in our core markets of West Texas and New MexicoCatalysts for acquisition activity include management succession, shareholder liquidity needs, scale, and excessive regulationThere are 160 other banks in our markets with between $250 million and $1.0 billion in total assets, which provides us with ample opportunities to drive growth and increase shareholder valueManagement employs a strict framework for analyzing potential acquisition opportunities including:Substantial earnings accretionReasonable tangible book value dilutionAcceptable earn-back periodStrong Internal Rate of ReturnCompleted the acquisition of West Texas State Bank on November 12, 2019  6    New Mexico  Texas  Dallas  Bryan /College Station  Houston  Midland  Odessa  El Paso  Lubbock  Ruidoso  SanAntonio  Ft. Worth  Austin  Albuquerque  Santa Fe    SPFI Branches (25)655 FTE Employees    

  Our Acquisition Strategy    18  Strategy Guidelines  Commentary  6  We plan to take advantage of acquisition opportunities, and use a combination of public stock and cash to become the acquirer of choice in West TexasCatalysts for acquisition activity include:Management successionShareholder liquidity needsScale, and Excessive regulation We believe we have ample opportunities to make acquisitions that increase shareholder value:There are 25 banks located in the West Texas market area with total assets between $250 million and $2.0 billion  Metric  Promised?  Delivered?  Contiguous West Texas Market      Manageable Size      Attractively Priced      Substantial EPS Accretion      TBV Earnback < 4 Years      TBV Dilution Under 10%      Strong IRR      We Deliver on our Promises to Execute Thoughtful M&A, as Seen in our Most Recent Transaction  Source: S&P Global Market Intelligence 

  Expansion into Midland / Odessa Markets    19  West Texas State Bank Highlights  Branch Overview  West Texas State Bank (“WTSB”) was headquartered in Odessa, Texas and operated six bank branches across five West Texas communitiesWTSB had a low cost deposit base, a clean loan portfolio, and high quality bankers in an attractive region At closing on November 12, 2019, WTSB had $429 million in assets, $205 million in loans, and $376 million in depositsSystems integration was completed in March of 2020 and all six branch locations have been re-branded to City BankExpense reductions plans are on-going and the acquisition is expected to be solidly accretive with a tangible book value per share earn back of less than four yearsManagement is also pursuing revenue synergies through the cross selling of City Bank’s mortgage, wealth management and trust products to its new customers in the Permian Basin  SPFI (19)WTSB (6)                  6 

  Priority Expansion Markets – West Texas    20          Dallas  Bryan /College Station  Houston  Midland  Odessa  El Paso  Lubbock  SanAntonio  Ft. Worth  Austin  Midland /Odessa  El Paso  Located along Permian Basin, which is a petroleum rich area that extends into the South Plains region of Lubbock and west into the southeastern portion of New MexicoThe Permian Basin has been called the “Heart of American Oil Country” and is responsible for the production of nearly four million barrels of crude oil per day, or roughly one third of total U.S. oil productionLed the nation in job growth, with employment surging by nearly 12% during 2018More than 200 drilling rigs, contributing to a material portion of operating rigs in the U.S.Analysts predict the region’s output will expand over time due to cost-reducing advances in hydraulic fracturing  Adjacent to Juarez, Mexico, which has a growing industrial center and an estimated population of 1.5 million people, and has contributed to significant growth in the El Paso MSACivil employers include a number of universities, including The University of Texas at El Paso, The Texas Tech School of Medicine, El Paso Community College, and Vista CollegeHome to Fort Bliss, which houses the 1st Armored Division, the 32nd Army Air and Missile Defense Command and the 402nd Field Artillery Brigade, among other major units  6   

  Improving Profitability    21  We have invested heavily into our infrastructure including:Our Enterprise Risk Management system State-of-the-art operations center which houses the Bank’s back-office processing for deposit operations, loan operations, mortgage operations, and corporate trainingDigital and payment technologies including improved remote deposit capture software for business customers, expanded usage of electronic signatures, online account tools, and technologies that facilitate more efficient item processing These investments position the Bank to scale to more than $5 billion in assets through both organic growth and accretive, strategic M&A without commensurate additional expenses  Long Term Goal: Deliver peer average or better ROA’s and ROE’s  6 

 Investment Highlights  22  Improving Profitability  Organic Growth  Strong Credit Culture  Enterprise Risk Management  Experienced Management Team   Emphasize Community Banking  Capital Allocation to Drive Value    1  2  3  4  5  6  7 

 Financial Update  23 

 Second Quarter 2020 Highlights  24  Pre-Tax, Pre-Provision income of $20.1 million, compared to $15.1 million in Q1’20 and $8.6 million in Q2’19Net Income of $5.6 million, compared to $6.1 million in 2Q’19Earnings per share of $0.31, compared to $0.37 in 2Q’19Provision for loan loss of $13.1 million, compared to $875,000 in Q2’19Nonperforming assets to total assets were 0.33% at June 30, 2020, compared to 0.28% at March 31, 2020 and 0.37% at June 30, 2019Average cost of deposits declined 69 basis points to 39 basis points, compared to 108 basis points in 2Q’19Net Interest Margin of 3.79%, compared to 4.13% in 1Q’20. PPP loan originations impacted NIM by 24 basis pointsActively assisting customers in accessing the Small Business Administration’s Paycheck Protection Program created under the CARES Act and have originated ~ $216 million in PPP loansEfficiency ratio was 63.28%, compared to 77.46% in 2Q’19Book value per share of $18.64, compared to $18.10 in 1Q’20  Note: Pre-tax, pre-provision incomeis a non-GAAP measure. See slide 20 for the reconciliation to GAAP  

 COVID-19 Update    25  Impact of COVID-19 on Our…  Our Business Continuity Oversight Committee monitored the spread of the COVID-19 pandemic since late January 2020As the pandemic escalated the Company created a Pandemic Task Force to implement the Company’s Business Continuity Plan to ensure the safety of the Company’s employees, and customers, while maintaining the operational and financial integrity:Essential employees: strict protocols for employees deemed essential were adopted to ensure adequate social distancing, and all Bank facilities are receiving incremental cleaning and sanitizationNon-essential employees: transitioned to a work-from-home environmentThe Company also provided support for the Bank’s employees who are working remotelyNo employees have been laid-off as a result of the COVID-19 pandemic  Lobby access limited to appointment-only, while providing essential banking services through our drive-through windows and digital platformsActively working with borrowers in sectors most affected by the pandemic, and offering loan modificationsOur relationship-driven approach holds true as the Bank’s Chairman, CEO, CCO and CLO partnered with lenders to proactively address credits and assist borrowers bridge the gap until the economy begins to normalizeOffered varying forms of loan modifications ranging from 90-day payment deferrals to 6- to 12-month interest only terms to provide borrowers reliefAs of June 30, 2020, total loan modifications attributed to COVID-19 had increased to approximately $464 million, or 19.9%, of the Company’s loan portfolioApproximately 64% of the modifications were for six months of interest only  PPP ParticipationAs of June 30, 2020, approximately $215 million in PPP loans had been originated for over 2,000 customersThe Company has utilized its lines of credit with the Federal Home Loan Bank of Dallas (the “FHLB”) and / or the Federal Reserve Bank of Dallas (the “FRB”) to supplement funding for these loans as neededHelping customers access PPP loans is just one way that the Company has been helping its customers and communities during this challenging timeThe Company has also been a strong supporter of the South Plains and Permian Basin food banks, respectively; and recently increased its financial support given the challenging economic environment for so many  …Employees  …Customers  …Community   

 Loan Portfolio    26  Total Loans increased $229.9 million compared to 1Q’20Loan growth was driven by origination of $215.3 million in PPP loans and $34.7 million in seasonal Ag loan fundings This growth was partially offset by $24.4 million in paydowns in non-residential consumer loans and direct energy loansClosed more than 2,000 PPP loans in the quarter2Q’20 Yield of 5.26%; a decrease of 50 bps compared to 1Q’20 excluding PPP loans  2Q’20 Highlights  Total Loans Held for Investment$ in Millions 

 Loan Portfolio    27  Commercial Real Estate includes:Comm. LDC & Res. LD – 9%Hospitality – 5%Commercial – General includes:PPP – 9%Owner – Occ. Rest. & Retail – 4%Commercial – Specialized includes:Agricultural production – 6%Direct energy – 3%  2Q’20 Highlights  Portfolio Composition  Net Loans2Q’20: $2.3 Billion 

 Hospitality    Select Loan Industry Concentration Detail    28  As of June 30, 2020  DirectEnergy  Total loans of $79 million91% support services, 9% upstreamNearly 100% Permian and Palo Duro Basins20% of energy sector classifiedZero non-accrual creditsALLL on energy sector is 5.7%  Total loans of $115 million on operating hospitality*$26 million in hotels under constructionUnfunded commitments are $24 million78% of balances are to limited service hotelsALLL on operating hospitality is 6.8%** Does not include loans reported in construction and development    Energy Support Services by Type    Hospitality by Geography   

 Noninterest Income    29  Noninterest Income$ in Millions  2Q’20 Highlights  Noninterest income is $24.9 million, compared to $18.9 million in 1Q’20The increase in 2Q’20 compared to 1Q’20 due to:An increase in mortgage banking activities revenue of $9.2 millionPartially offset by a $2.3 million gain on sale of securities in 1Q’20Fee income primarily driven by mortgage operations, debit card and other bank service charge income, and income from insurance, trust and investment services business 

 Diversified Revenue Stream  Six Months Ended June 30, 2020    30  Total Revenues$104.4 million  Noninterest Income$43.8 million   

 Net Interest Income and Margin    31  Net Interest Income & Margin$ in Millions  2Q’20 Highlights  Net interest income of $30.4 million, compared to $24.8 million in 2Q’19The increase as compared to 2Q’19 was a result of:A $429 million rise in average loans primarily from the WTSB acquisition and PPP loans This was partially offset by a decrease in overall rates in 1Q’202Q’20 NIM of 3.79%; a decrease of 34bps and 9bps, compared to 1Q’20 and 2Q’19, respectivelyPPP loan origination reduced the 2Q’20 NIM by 11bps as compared to 1Q’20 

 Deposit Portfolio  32  Total Deposits$ in Millions  2Q’20 Highlights  Total Deposits increased $282 million, compared to 1Q’20The increase was largely due to organic growth and PPP loan fundings that are still on depositNoninterest-bearing deposits grew $200 million compared to 1Q’20 Noninterest-bearing deposits represented 31.9% of deposits in 2Q20, compared to 27.8% in Q1’20 and 22.5% in 2Q’19 

 Investment Securities    33  2Q’20 Highlights  Investment Securities totaled $730.7 million for 2Q’20Securities decreased $4.1 million from 1Q’20All municipal bonds are in TexasAll MBS, CMO, and Asset Backed securities are U.S. Government or GSE  2Q’20 Securities Composition  $730.7mm  Securities & Cash$ in Millions 

 Noninterest Expense and Efficiency  34  Noninterest Expense$ in Millions  2Q’20 Highlights  Noninterest expense for 2Q’20 increased due to an increase of $2.2 million in commissions and higher variable expenses related to strong mortgage activityPartially offset by higher expenses in 1Q’20 for data conversion expenses and purchases to upgrade equipment Management continues to focus on reducing fixed expenses to drive improved profitability  Note: Adjusted Efficiency Ratio is a non-GAAP measure. See slide 38 for the reconciliation to GAAP  

 Balance Sheet Growth and Development    35  2Q’20 Highlights  Balance Sheet Highlights$ in Millions  Total Deposits were $2.9 billion as of 2Q’20, compared to $2.3 billion in 2Q’19:$343 million from the assumption of deposits in the WTSB acquisitionOrganic growth and PPP loan fundings still on depositTotal Loans HFI were $2.3 billion as of 2Q’20, compared to $1.9 billion in 2Q’19$215 million of the increase was the result of PPP originations and $180 million net increase from the WTSB acquisitionTangible Book Value Per Share of $17.06 for the period ended June 30, 2020  Tangible Book Value Per Share  Note: Adjusted Efficiency Ratio is a non-GAAP measure. See slide 39 for the reconciliation to GAAP  

 Strong Capital Base    36  Total Stockholders’ Equity to Total Assets Ratio  Common Equity Tier 1 Ratio  Tier 1 Capital to Average Assets Ratio  Total Capital to Risk-Weighted Assets Ratio 

 Appendix  37 

 Non-GAAP Financial Measures    38    As of and for the quarter ended                               June 30,2020       March 31,2019       December 31,2019       September 30,2019       June 30,2019    Efficiency Ratio                                            Noninterest expense  $  35,207     $  34,011     $  31,714     $  30,028     $  29,930                                               Net interest income     30,448        30,199        28,624        26,568        24,837  Tax equivalent yield adjustment     290        145        133        103        101  Noninterest income     24,896        18,875        16,740        14,115        13,703  Total income     55,634        49,219        45,497        40,786        38,641                                               Efficiency ratio     63.28%        69.10%        69.71%        73.62%        77.46%                                               Noninterest expense  $  35,207     $  34,011     $  31,714     $  30,028     $  29,930  Less:  net loss on sale of securities     -        -        (27)        -        -  Adjusted noninterest expense     35,207        34,011        31,687        30,028        29,930                                               Total income     55,634        49,219        45,497        40,786        38,641  Less:  net gain on sale of securities     -        (2,318)        -        -        -  Adjusted total income     55,634        46,901        45,497        40,786        38,641                                               Adjusted efficiency ratio     63.28%        72.52%        69.65%        73.62%        77.46%  Unaudited$ in Thousands  Pre-Tax, Pre-Provision Income                                            Net income  $  5,615     $  7,083     $  10,109     $  8,258     $  6,080  Income tax expense     1,389        1,746        2,645        1,977        1,655  Provision for loan losses     13,133        6,234        896        420        875                                               Pre-tax, pre-provision income  $  20,137     $  15,063      $  13,650     $  10,655     $  8,610 

 Non-GAAP Financial Measures    39    As of             June 30,2020       December 31,2019    Tangible common equity                 Total common stockholders' equity  $  336,534     $  306,182  Less:  goodwill and other intangibles     (28,414)        (27,389)                    Tangible common equity  $  308,120     $  278,793                    Tangible assets                 Total assets  $  3,584,532     $  3,237,167  Less:  goodwill and other intangibles     (28,414)        (27,389)                    Tangible assets  $  3,556,118     $  3,209,778                    Shares outstanding     18,059,174        18,036,115                    Total stockholders' equity to total assets     9.39%        9.46%  Tangible common equity to tangible assets     8.66%        8.69%  Book value per share  $  18.64     $  16.98  Tangible book value per share  $  17.06     $  15.46  Unaudited$ in Thousands