Item 2.02Results of Operations and Financial Condition
On July 23, 2025, Southern Missouri Bancorp, Inc., the parent corporation of Southern Bank, issued a press release announcing preliminary fourth quarter of fiscal 2025 results, its quarterly dividend of $0.25 per common share, and the timing and other information regarding its investor conference call. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.01 | Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) | Compensatory Arrangements of Certain Officers |
On July 22, 2025, Southern Bank (the “Bank”), the wholly owned banking subsidiary of Southern Missouri Bancorp, Inc. (the “Company”) entered into an amended and restated change in control severance agreement with Rick Windes, its Chief Lending Officer and a named executive officer of the Company, which supersedes and replaces Mr. Windes’ previous severance agreement with the Bank, dated March 22, 2022 (individually the “Severance Agreement”).
The Severance Agreement has a term that initially expires on December 31, 2025. On each December 31st thereafter, the terms of the Severance Agreement is extended for a period of one additional year unless either the Bank or the executive has given notice to the other party in writing at least 60 days prior to such annual renewal date that the term of the Severance Agreement will not be extended. If a change in control occurs during the term of the Severance Agreement, however, then the remaining term of the agreement will be automatically extended until the one-year anniversary of the completion of the change in control.
Under the Severance Agreement, if Mr. Windes’ employment is terminated in connection with or within one year following a change in control (1) by the Bank other than for cause, disability, retirement or as a result of the executive’s death or (2) by the executive for Good Reason as defined in the Severance Agreement, Mr. Windes will be entitled to receive, in a lump sum within five business days following the date of termination, a cash severance amount equal to two times (formerly one and a half times) his cash compensation. In addition, Mr. Windes will receive for a twenty-four month period (formerly eighteen-month period), or until the date of the executive’s full time employment with another employer at no cost to the executive, the continued participation by the executive (including the executive’s dependents who are covered by the Bank at the time of termination) in all group insurance, life insurance, health, dental, vision and accident insurance and disability insurance plans offered by the Bank in which the executive and his covered dependents were participating immediately prior to the date of termination of employment.
In the event that the continued participation of the executive and his covered dependents in any group insurance plan is barred or would trigger the payment of an excise tax under Section 4980D of the Internal Revenue Code then the Bank will either (1) arrange to provide the executive and his covered dependents with alternative benefits substantially similar to those which he currently receives, provided the alternative benefits do not trigger the payment of an excise tax, or (2) pay to the executive within 10 business days following the termination, a lump sum cash amount equal to the projected cost of the
