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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 14, 2025
SOUTHERN MISSOURI BANCORP, INC.
(Exact name of registrant as specified in its charter)
Missouri |
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000-23406 |
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43-1665523 |
(State or other |
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(Commission File No.) |
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(IRS Employer |
jurisdiction of incorporation) |
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Identification Number) |
2991 Oak Grove Road, Poplar Bluff, Missouri |
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63901 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code: (573) 778-1800
N/A
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 $0.01 per share |
SMBC |
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 5.04Temporary Suspension of Trading Under Registrants’ Employee Benefit Plans
Southern Bank, a wholly-owned subsidiary of Southern Missouri Bancorp, Inc. (the “Company”), has determined to move its 401(k) Retirement Plan (the “Plan”) from American Funds to Fidelity Investments effective September 16, 2025. In connection with the transfer, the Plan will enter a blackout period on September 8, 2025 at 4:00 p.m. Eastern Time, with the blackout period anticipated to end during the week of October 12, 2025.
Pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR, Southern Bank notified all participants in the Plan of a corresponding blackout period with respect to shares of the common stock of the Company held in the Plan. In addition, notice of the blackout trading restriction period pursuant to Regulation BTR was provided to all directors and Section 16 officers of the Company on August 14, 2025. A copy of the notice of blackout period provided to all directors and Section 16 officers is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
The following exhibits are filed herewith:
Exhibit No.Exhibit
99.1 |
104Cover Page Interactive Data File (embedded within the Inline XBRL documents).
SIGNATURES
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.
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SOUTHERN MISSOURI BANCORP, INC. |
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Date: August 14, 2025 |
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By: |
/s/ Matthew T. Funke |
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Matthew T. Funke |
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President and Chief Administrative Officer |
Exhibit 99.1
MEMORANDUM
To:Directors and Section 16 Officers of Southern Missouri Bancorp, Inc.
From:Matthew T. Funke, President and Chief Administrative Officer
Date:August 14, 2025
Re:Notice of Blackout Trading Restriction Period (the “BTR Blackout Period”)
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Class of Securities Subject to the BTR Blackout Period
This notice is to inform you of significant restrictions on your ability to engage in transactions involving the common stock, par value $.01 per share, of Southern Missouri Bancorp, Inc. (the “Company”), together with any derivative security thereof including stock options (“SMBC Stock”), during the BTR Blackout Period described below. The additional restrictions during this period are imposed on the Company’s directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission (“SEC”) Regulation Blackout Trading Restriction (“BTR”).
The purpose of this Notice is to inform you of the BTR Blackout Period related to the Southern Bank 401(k) Retirement Plan 401(k) (the “Plan”), during which you generally will be prohibited from effecting any direct or indirect transactions in SMBC Stock that you acquired in connection with your service or employment as a director or Section 16 officer of the Company. We are obligated under the Sarbanes-Oxley Act to provide you with this Notice, which contains specific information regarding the BTR Blackout Period. In addition, we are required to file this Notice with the SEC as part of a Form 8-K.
Reasons for BTR Blackout Period and Plan Transactions to be Suspended
The Plan will be migrated from the recordkeeping platform of American Funds to the recordkeeping platform of Fidelity Investments. The BTR Blackout Period is necessary to administratively transfer the individual accounts, including those accounts with SMBC Stock, onto the new recordkeeping platform. As a result of this migration, Plan participants and beneficiaries will temporarily be unable to:
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(i) |
purchase, sell or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plan, including SMBC Stock; |
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(ii) |
change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plan; |
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(iii) |
receive distributions or withdrawals from, or terminate their participation in, the Plan; |
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receive loans from the Plan; or |
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make rollover contributions into the Plan. |
Plan participants and beneficiaries have received a separate notice informing them of the blackout period in accordance with applicable law. The period of restriction applicable to Plan participants and beneficiaries matches the time frame in the BTR Blackout Period referenced below.
Length of Blackout Period
The BTR Blackout Period will begin on September 8, 2025 at 4:00 p.m. Eastern Time and is expected to end during the calendar week of October 12, 2025. If there is a change to the beginning or end dates of the BTR Blackout Period, SMBC will provide you with notice of such adjustment as soon as reasonably practicable. You may obtain, without charge, the actual beginning and ending dates of the BTR Blackout Period (including during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the BTR Blackout Period, by contacting Alison Malin, Human Resources Officer, VP, 2991 Oak Grove Road, Poplar Bluff, Missouri 64836, or by calling (855) 452-7272.
Restrictions on Directors and Section 16 Officers During the BTR Blackout Period
Because participants and beneficiaries in the Plan will be unable to direct or diversify assets, including SMBC Stock during the BTR Blackout Period, SMBC’s directors and Section 16 officers will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the BTR Blackout Period.
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, each of the Company’s directors and Section 16 officers are prohibited during the BTR Blackout Period from:
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purchasing, selling or otherwise acquiring or transferring, directly or indirectly, any SMBC Stock acquired in connection with his or her service or employment as a director or Section 16 officer; |
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being awarded any “discretionary grant” of SMBC Stock, including options, units or other equity securities; |
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exercising options, whether or not in combination with the sale of underlying shares of SMBC Stock; |
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transferring an investment of SMBC Stock in the Plan; |
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liquidating a position in a security tied to the value of SMBC Stock; and |
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enrolling in a plan or establishing or changing the deferral percentage in a plan that offers SMBC Stock as an investment alternative. |
Please note the following:
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Prohibited transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household). |
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There are exemptions for certain transactions including gifts, acquisitions in formula plans and other non-discretionary “automatic” transactions. |
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Although you are permitted to engage in transactions involving SMBC Stock that were not acquired in connection with your service or employment as a director or officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements. |
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These restrictions apply regardless of whether you participate in the Plan. |
If you engage in a transaction that violates these laws and regulations, you may be required to disgorge your profits from the transaction, and you may be subject to sanctions. Because of the complexity of the regulations and the severity of the penalties and other remedies, please contact me before engaging in any transaction involving SMBC Stock during the BTR Blackout Period.
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