8-K

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)       January 20, 2023                      

SOUTHERN MISSOURI BANCORP, INC.

(Exact name of registrant as specified in its charter)

Missouri	000-23406	43-1665523
(State or other	(Commission File No.)	(IRS Employer
jurisdiction of incorporation)		Identification Number)

2991 Oak Grove Road, Poplar Bluff, Missouri	63901
(Address of principal executive offices)	(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:

☐	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 $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 2.01.Completion of Acquisition or Disposition of Assets

Effective January 20, 2023, Southern Missouri Bancorp, Inc. (“Southern Missouri”) completed its previously announced acquisition of Citizens Bancshares Co. (“Citizens”), pursuant to an Agreement and Plan of Merger, dated as of September 20, 2022 (the “Merger Agreement”), by and among Southern Missouri, Southern Missouri Acquisition VI Corp (“Merger Sub”), a wholly owned subsidiary of Southern Missouri, and Citizens, under which Citizens merged with and into Merger Sub, followed by the merger of Merger Sub with and into Southern Missouri (collectively, the “Merger”). Citizens was the parent company of Citizens Bank & Trust Company, which has become a subsidiary of Southern Missouri and is expected to be merged with Southern Bank on February 24, 2023.

As a result of the Merger, each share of Citizens common stock held immediately prior to completion of the Merger is being exchanged for 1.1755 shares of Southern Missouri common stock or $54.93 in cash (as adjusted based on Citizen’s capital and the total number of shares outstanding immediately prior to closing) at the election of the shareholders, subject to the proration and allocation procedures set forth in the Merger Agreement. Southern Missouri paid approximately $131.4 million in Merger consideration, inclusive of cash settlement of Citizens stock options, comprised of stock and cash at a 74:26 ratio.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, included as Exhibit 2.1 to the Current Report on Form 8-K that Southern Missouri filed on September 21, 2022, and incorporated herein by reference. The issuance of shares of Southern Missouri common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-268110) filed by Southern Missouri with the Securities and Exchange Commission (the “SEC”) and declared effective on November 7, 2022 (the “Registration Statement”). The joint proxy statement/prospectus included in the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Merger Agreement and the transactions contemplated thereby.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On January 20, 2023, effective upon completion of the merger of Citizens with and into Merger Sub, William Young, the president of Citizens Bank & Trust Company became a director of Southern Missouri and Southern Bank. Mr. Young’s term as a director of Southern Missouri will expire at the 2025 annual meeting of Southern Missouri shareholders. The Board committees to which Mr. Young will be appointed have not yet been determined. The appointment of Mr. Young as a director of Southern Missouri was contemplated by and made in accordance with the Merger Agreement.

As a director of Southern Missouri and Southern Bank, Mr. Young is expected to be entitled to the same general compensation arrangement as is provided to the other non-employee directors of Southern Missouri and Southern Bank. A description of this arrangement is contained under the heading “Compensation of Directors” in Southern Missouri’s definitive proxy statement filed with the SEC on September 26, 2022, and is incorporated herein by reference.

Item 8.01Other Events

On January 20, 2023, Southern Missouri issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits

(a) Financial statements of businesses acquired. The financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K (this “Report”) no later than 71 days following the date that this Report is required to be filed. (b)Pro forma financial information. The pro forma financial information will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed. (c)Not applicable. (d)Exhibits
Exhibit No.	Exhibit
2.1	Agreement and Plan of Merger by and among Southern Missouri Bancorp, Inc., Southern Missouri Acquisition VI Corp. and Citizens Bancshares Co. dated September 20, 2022 (filed as Exhibit 2.1 to Southern Missouri’s current report on Form 8-K filed on September 21, 2022, and incorporated herein by reference).
99.1 104	Press release dated January 20, 2023 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	SOUTHERN MISSOURI BANCORP, INC.
Date:  January 20, 2023	By:	/s/ Greg A. Steffens
		Greg A. Steffens
		Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact: Matt Funke, President
January 20, 2023	(573) 778-1800

SOUTHERN MISSOURI BANCORP, INC.

ANNOUNCES COMPLETION OF MERGER WITH CITIZENS BANCSHARES CO.

Poplar Bluff, Missouri - Southern Missouri Bancorp, Inc. (“Southern Missouri” or the “Company,” NASDAQ: SMBC), parent company of Southern Bank, Poplar Bluff, Missouri, announced that its merger with Citizens Bancshares Co. (“Citizens”), Kansas City, Missouri, was completed today. Citizens was the parent company of Citizens Bank & Trust Company, which has become a subsidiary of Southern Missouri effective with the closing of the merger.

Following the completion of the merger, Southern Missouri now operates 65 banking facilities in Missouri, Kansas, Illinois, and Arkansas. Greg Steffens, Chairman and Chief Executive Officer of Southern Missouri, commented, “We are very pleased to welcome the team members and valued customers of Citizens Bank & Trust Company to our Southern Bank family. We are looking forward to participating in the continued growth of the excellent communities they call home, including the Kansas City metropolitan area, and Citizens’ strong core deposit base will be a meaningful addition to our funding mix.”

In conjunction with the merger, William Young, President of Citizens Bank & Trust Company, has joined the boards of directors of Southern Missouri and Southern Bank. “We at Citizens are pleased and excited to become a part of the Southern Bank family and the team here looks forward to serving our customers with the advantage of their size, number of branches, and diverse package of products and services to offer our clients. At the same time, our merger will allow Southern Bank to offer trust services to their existing customer base, and significantly grow their wealth management group. I am excited about joining the Board of Directors of Southern Missouri Bancorp and Southern Bank,” said Mr. Young.

As a result of the merger, each share of Citizens common stock held immediately prior to completion of the merger is being exchanged for 1.1755 shares of Southern Missouri common stock or $54.93 in cash (as adjusted based on Citizens’ capital and the total number of shares outstanding immediately prior to closing) at the election of the shareholders, subject to the proration and allocation procedures set forth in the merger agreement. Cash will be paid in lieu of any fractional shares of Southern Missouri common stock. Southern Missouri paid approximately $131.4 million in merger consideration, comprised of stock and cash at a 74:26 ratio.

At December 31, 2022, Citizens reported total consolidated assets of $973 million, including loans, net, of $463 million, and deposits of $838 million. On a pro forma basis, the combined entity will hold assets of approximately $4.4 billion, including loans, net, of $3.4 billion, and deposits of $3.8 billion.

The firm of Stinson LLP served as legal advisor to Citizens, while Silver, Freedman, Taff & Tiernan LLP served as legal advisor to Southern Missouri. D.A. Davidson served as financial advisor to Citizens and Piper Sandler served as financial advisor to Southern Missouri.

Forward-Looking Information:

Except for the historical information contained herein, the matters discussed in this press release may be deemed to be forward-looking statements that are subject to known and unknown risks,uncertainties, and other factors that could cause the actual results to differ materially from theforward-looking statements, including: expected cost savings, synergies and other benefits from Southern Missouri'smerger and acquisition activities, including this acquisition and Southern Missouri's other acquisitions, might not be realized within the anticipated time frames or at all, and costs or difficulties relating tointegration matters, including but not limited to customer and employee retention, might be greaterthanexpected;potentialadverseimpactstoeconomicconditionsintheCompany’slocalmarketareas,other markets where the Company has lending relationships, or other aspects of the Company’sbusiness operations or financial markets, generally, resulting from the ongoing COVID-19 pandemicandanygovernmentalor societal responses thereto; the strength of the United States economy in general and the strength ofthe local economies in which we conduct operations; fluctuations in interest rates and in real estatevalues; monetary and fiscal policies of the Board of Governors of the Federal Reserve System and the U.S. Government and other governmental initiatives affecting thefinancial services industry; the risks of lending and investing activities, including changes in the leveland direction of loan delinquencies and write-offs and changes in estimates of the adequacy of theallowance for loan losses; our ability to access cost-effective funding; the timely development of andacceptance of our new products and services and the perceived overall value of these products andservices by users, including the features, pricing and quality compared to competitors’ products andservices;fluctuationsinrealestatevaluesandbothresidentialandcommercialrealestatemarkets,as well as agricultural business conditions; demand for loans and deposits in our market area; legislativeorregulatorychangesthatadverselyaffectourbusiness;changesinaccountingprinciples,policies,orguidelines;resultsofexaminationsofusbyourregulators,includingthepossibilitythatour regulators may, among other things, require us to increase our reserve for loan losses or to write-down assets;theimpactoftechnologicalchanges;andoursuccessatmanagingtherisksinvolvedintheforegoing.

Any forward-looking statements are based upon management's beliefs and assumptions at the timethey are made. We undertake no obligation to publicly update or revise any forward-lookingstatements or to update the reasons why actual results could differ from those contained in suchstatements,whetherasaresultofnewinformation,futureeventsorotherwise, except as may be required by law.Inlightoftheserisks,uncertainties and assumptions, the forward-looking statements discussed might not occur, and youshouldnotputunduerelianceonanyforward-lookingstatements.

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Cover [Abstract]
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Entity Central Index Key	0000916907
Securities Act File Number	000-23406
Entity Registrant Name	SOUTHERN MISSOURI BANCORP, INC.
Entity Incorporation, State or Country Code	MO
Entity Tax Identification Number	43-1665523
Entity Address, Address Line One	2991 Oak Grove Road
Entity Address, City or Town	Poplar Bluff
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63901
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Title of 12(b) Security	Common Stock, par value $0.01 per share
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Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false

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N-2	Jan. 20, 2023
Cover [Abstract]
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