GREAT SOUTHERN BANCORP, INC. (Form: S-8, Received: 06/17/2022 15:37:51)

As filed with the Securities and Exchange Commission on June 17, 2022

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GREAT SOUTHERN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland		43-1524856
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1451 E. Battlefield, Springfield, Missouri		65804
(Address of Principal Executive Offices)		(Zip Code)

Great Southern Bancorp, Inc. 2022 Omnibus Incentive Plan

(Full title of the plan)

Martin L. Meyrowitz, P.C.

Craig M. Scheer, P.C.

Silver, Freedman, Taff & Tiernan LLP

(a limited liability partnership including professional corporations)

3299 K Street, N.W., Suite 100

Washington, D.C. 20007

(Name and address of agent for service)

(202) 295-4500

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated Filer x
Non-accelerated filer ¨	Smaller reporting company ¨
	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 7(a)(2)(B) of the Securities Act. ¨

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Great Southern Bancorp, Inc. 2022 Omnibus Incentive Plan, as required by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents previously or concurrently filed by Great Southern Bancorp, Inc. (the “Company”) with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement and the prospectus to which this Registration Statement relates (the “Prospectus”):

(a)

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021;

(b)

The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022;

(c)

The Company’s Current Reports on Form 8-K filed on January 31, 2022, March 16, 2022, May 12, 2022 and June 15, 2022; and

(d)

The description of the common stock, par value $0.01 per share, of the Company contained in the Company’s Registration Statement on Form 8-A filed on November 1, 1989, and all amendments or reports filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (excluding any document or portion thereof that has been furnished to and deemed not to be filed with the Commission), after the filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the Prospectus.

The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to: Investor Relations, Great Southern Bancorp, Inc., 1451 E. Battlefield, Springfield, Missouri 65804-9009, telephone number (417) 887-4400.

All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Section 2-405.2 of the Maryland General Corporation Law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation or its stockholders for money damages except: (1) to the extent it is proven that the director or officer actually received an improper benefit or profit in money, property or services for the amount of the benefit or profit in money, property or services actually received; or (2) to the extent that a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding that the director’s or officer’s action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Company’s charter contains such a provision, thereby limiting the liability of its directors and officers to the maximum extent permitted by Maryland law.

Section 2-418 of the Maryland General Corporation Law permits a Maryland corporation to indemnify a director or officer who is made a party to any proceeding by reason of service in that capacity against judgments, penalties, fines, settlements and reasonable expenses actually incurred unless it is established that: (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit in money, property or services; or (3) in the case of a criminal proceeding, the director or officer had reasonable cause to believe that his or her conduct was unlawful. The Maryland General Corporation Law provides that where a director or officer is a defendant in a proceeding by or in the right of the corporation, the director or officer may not be indemnified if he or she is found liable to the corporation. The Maryland General Corporation Law also provides that a director or officer may not be indemnified in respect of any proceeding alleging improper personal benefit in which he or she was found liable on the grounds that personal benefit was improperly received. A director or officer found liable in a proceeding by or in the right of the corporation or in a proceeding alleging improper personal benefit may petition a court to nevertheless order indemnification of expenses if the court determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

Section 2-418 of the Maryland General Corporation Law provides that unless limited by the charter of a Maryland corporation, a director or an officer who is successful on the merits or otherwise in defense of any proceeding must be indemnified against reasonable expenses. Section 2-418 also provides that a Maryland corporation may advance reasonable expenses to a director or an officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by the director or officer or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Company’s charter provides for indemnification of directors and officers to the maximum extent permitted by the Maryland General Corporation Law.

Under a directors’ and officers’ liability insurance policy, directors and officers of the Company are insured against certain liabilities.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

See Exhibit Index.

Item 9.

Undertakings.

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

INDEX TO EXHIBITS

Exhibit Number		Document

4.1		Charter of the Registrant (included as Appendix D to the Definitive Proxy Statement on Schedule 14A filed on March 31, 2004 by Great Southern Bancorp, Inc. (File No. 000-18082), and incorporated herein by reference)

4.2		Bylaws of the Registrant (included as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 19, 2007 (File No. 000-18082) and incorporated herein by reference)

5		Opinion of Silver, Freedman, Taff & Tiernan LLP

23.1		Consent of Silver, Freedman, Taff & Tiernan LLP (contained in Exhibit 5)

23.2		Consent of FORVIS, LLP (Formerly BKD, LLP)

24		Power of Attorney (contained on signature page)

99.1		The Registrant’s 2022 Omnibus Incentive Plan (included as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 31, 2022 and incorporated herein by reference)

99.2		Form of Incentive Stock Option Award Agreement under the Registrant’s 2022 Omnibus Incentive Plan

99.3		Form of Non-Qualified Stock Option Award Agreement under the Registrant’s 2022 Omnibus Incentive Plan

107		Filing Fee Table

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Springfield, State of Missouri, on June 17, 2022.

	GREAT SOUTHERN BANCORP, INC.


	By:	/s/ Joseph W. Turner
		Joseph W. Turner
		President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Great Southern Bancorp, Inc., hereby severally and individually constitute and appoint Joseph W. Turner and Rex A. Copeland, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this registration statement and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

By:	/s/ Joseph W. Turner	Date: June 17, 2022
	Joseph W. Turner, President, Chief Executive Officer and Director
	(Principal Executive Officer)

By:	/s/ Rex A. Copeland	Date: June 17, 2022
	Rex A. Copeland, Treasurer
	(Principal Financial and Accounting Officer)

By:	/s/ William V. Turner	Date: June 17, 2022
	William V. Turner, Chairman of the Board

By:	/s/ Kevin R. Ausburn	Date: June 17, 2022
	Kevin R. Ausburn, Director

By:	/s/ Julie T. Brown	Date: June 17, 2022
	Julie T. Brown, Director

By:	/s/ Thomas J. Carlson	Date: June 17, 2022
	Thomas J. Carlson, Director

By:	/s/ Larry D. Frazier	Date: June 17, 2022
	Larry D. Frazier, Director

By:	/s/ Debra M. Hart	Date: June 17, 2022
	Debra M. Hart, Director

By:	/s/ Douglas M. Pitt	Date: June 17, 2022
	Douglas M. Pitt, Director

By:	/s/ Earl A. Steinart	Date: June 17, 2022
	Earl A. Steinert, Jr., Director

Exhibit 5

Law Offices

Silver, Freedman, Taff & Tiernan LLP

A Limited Liability Partnership Including Professional Corporations

3299 K STREET, N.W., SUITE 100
WASHINGTON, D.C. 20007
(202) 295-4500
WWW.SFTTLAW.COM

June 17, 2022

Great Southern Bancorp, Inc.

1451 E. Battlefield

Springfield, Missouri 65804

Ladies and Gentlemen:

We have acted as special counsel to Great Southern Bancorp, Inc., a Maryland corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 900,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be offered pursuant to the Great Southern Bancorp, Inc. 2022 Omnibus Incentive Plan (the “Plan”).

In connection with our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Company’s charter and bylaws, resolutions of the Company’s Board of Directors and committees thereof, and such other documents and corporate records as we have deemed appropriate for the purpose of rendering this opinion. We have assumed without investigation the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity, accuracy and completeness of the originals of such copies. We have further assumed the accuracy of certifications of public officials, government agencies and departments, and corporate officers and other individuals on which we are relying, and have made no independent investigations thereof. In addition, we have assumed that the shares of Common Stock issuable pursuant to awards under the Plan will continue to be duly authorized at the respective times of such issuances, and that the agreements evidencing awards under the Plan will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, moratorium, reorganization and other laws and legal principles affecting creditors’ rights).

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion that the shares of Common Stock being so registered will be, when and if issued, sold and paid for in accordance with and as contemplated by the Plan, validly issued, fully paid and non-assessable.

In rendering the foregoing opinion, we express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Maryland, as currently in effect. This opinion is limited to the facts bearing on this opinion as they exist on the date of this opinion. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.

We hereby consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. The opinion expressed herein is a matter of professional judgment and is not a guarantee of result.

	Very truly yours,

	/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP
	SILVER, FREEDMAN, TAFF & TIERNAN LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors, and Stockholders

Great Southern Bancorp, Inc.

Springfield, Missouri

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 7, 2022, on our audits of the consolidated financial statements included in the Annual Report on Form 10-K of Great Southern Bancorp, Inc. as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021. We also consent to the incorporation by reference of our report dated March 7, 2022, on our audit of the internal control over financial reporting of Great Southern Bancorp, Inc. as of December 31, 2021, which is included in the Annual Report on Form 10-K.

/s/FORVIS, LLP (Formerly BKD, LLP)

Springfield, Missouri

June 17, 2022

Exhibit 99.2

GREAT SOUTHERN BANCORP, INC.

2022 OMNIBUS INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

ISO NO. «Grant_Number»

This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of «Grant_Date» by Great Southern Bancorp, Inc. (the “Company”) to «Full_Name» (the “Optionee”), in accordance with the following terms and conditions:

1. Option Grant and Exercise Period. The Company hereby grants to the Optionee an Option (the “Option”) to purchase, pursuant to the Great Southern Bancorp, Inc. 2022 Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of «Shares» shares (the “Option Shares”) of the Common Stock, par value $.01 per share (“Common Stock”), of the Company at the price (the “Exercise Price”) of $«Grant_Price» per share. A copy of the Plan, as currently in effect, is incorporated herein by reference, and either is attached hereto or has been delivered previously to the Optionee. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Plan.

Except as set forth in Section 5 below or Section 8 below, this Option shall be exercisable only during the period (the “Exercise Period”) commencing on the date and to the extent it becomes vested as set forth below and ending at 5:00 p.m., Central time, on «Expiration_Date», such later time and date being hereinafter referred to as the “Expiration Date.” Subject to Sections 5 and 8 below, this Option shall vest and become exercisable according to the following schedule:

Vesting Date	Number of Shares Vesting

«Vest_Date1»	«Vest1»
«Vest_Date2»	«Vest2»
«Vest_Date3»	«Vest3»
«Vest_Date4»	«Vest4»

During the Exercise Period, to the extent vested, this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement. In the event this Option or any portion thereof fails to qualify as an Incentive Stock Option for any reason whatsoever, this Option or such portion thereof shall automatically be deemed a Non-Qualified Stock Option. For example, to the extent that this Option or any portion thereof becomes or remains exercisable after the expiration of three months following the Optionee’s termination of employment (other than by reason of death or Disability), this Option shall no longer qualify as an Incentive Stock Option but shall deem to be a Non-Qualified Stock Option for tax purposes.

2. Method of Exercise of This Option. This Option may be exercised during the Exercise Period by providing written notice to the Plan administrator of the Company specifying the number of Option Shares to be purchased; provided however, that the minimum number of Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to this Option which remain un-purchased. The date of exercise is the date on which such notice is received by the Company. Such notice must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) in cash or its equivalent (including cash or its equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) by net exercise (a cashless exercise whereby the Company will reduce the number of Option Shares issuable upon exercise by the number of Shares having a Fair Market Value equal to the aggregate Exercise Price for the Option Shares to be purchased upon exercise), or (iv) by a combination of (i), (ii) and (iii). Promptly after such payment, subject to Section 3 below, the Company shall issue and deliver to the Optionee (or other person exercising this Option if the Option was transferred in accordance with Section 6.11 of the Plan and Section 4 below) a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another jointly with right of survivorship. In lieu of issuing a certificate or certificates representing the shares of Common Stock so purchased, the Company may cause such shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence.

3. Delivery and Registration of Shares of Common Stock. The Company’s obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Optionee or any other person to whom such shares are to be delivered pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), or any other federal, state or local securities law or regulation. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under the Securities Act or other securities law or regulation. The Company shall not be required to deliver any shares upon exercise of this Option prior to (i) the admission of such shares to listing on any stock exchange or system on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

5. Termination of Employment or Service. Except as otherwise provided in this Section 5, if the Optionee voluntarily terminates employment or service as a Director or the Optionee’s employment is involuntarily terminated without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Optionee), then the Optionee shall have three months after such termination of employment or service to exercise this Option to the extent it is otherwise exercisable on the date of employment or service termination, but in no event later than the Expiration Date. If the Optionee is terminated for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination. The Optionee acknowledges that if this Option is not exercised within three months following a termination of employment, then the Option will no longer qualify as an Incentive Stock Option. For purposes of clarification, if and so long as the Optionee is a Director following termination of employment as an Employee, this Option shall continue to vest and become exercisable, and shall remain exercisable, in accordance with its terms.

Nothing herein is intended to diminish the rights of the Optionee under the Plan if the Optionee’s employment or service is terminated due to death or Disability.

In accordance with Section 8 below, the foregoing provisions of this Section 5 shall apply following a Change in Control to this Option or, if applicable, the Replacement Award (as defined in Section 8) which continues in effect after the Change in Control, provided, that if the Optionee’s employment or service terminates upon or after a Change in Control under circumstances constituting involuntary termination without Cause (as described above), then this Option, or, if applicable, the Replacement Award, shall become immediately exercisable (to the extent not already exercisable) and shall remain exercisable for a period of three months after such termination of employment or service, but in no event later than the Expiration Date.

6. Regulatory, Recoupment and Holding Period Requirements. The Optionee acknowledges and agrees that this Option and the Optionee’s receipt of any Shares hereunder is subject to possible reduction, cancellation, forfeiture, recoupment (clawback), delayed or deferred payment or holding period requirements, (a) upon the occurrence of events set forth in Section 17.3 of the Plan, or (b) pursuant to policies which the Company has or may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.

ISO - 2

7. Adjustments for Changes in Capitalization of the Company. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company), such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, or any similar corporate event or transaction, such adjustment shall be made in the number and class of shares covered by this Option and the Exercise Price of this Option as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights; and provided that the number of shares subject to this Option shall always be a whole number.

8. Effect of Change in Control. A Change in Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 8.

Upon a Change in Control prior to the scheduled vesting date, except to the extent that another Award meeting the requirements of this Section 8 (a “Replacement Award”) is provided to the Optionee to replace this Option (the “Replaced Award”), this Option shall vest and be exercisable in full on the effective date of such Change in Control.

An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:

(a) The Replacement Award has a value at least equal to the value of the Replaced Award;

(b) The Replacement Award relates to publicly traded equity securities of the Company or its successor following the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control;

(d) The other terms and conditions of the Replacement Award are not less favorable to the Optionee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 5 of this Agreement and Section 12.4 of the Plan).

Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 8 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

9. Stockholder Rights Not Granted by This Option. The Optionee is not entitled by virtue hereof to any rights of a stockholder of the Company or to notice of meetings of stockholders or to notice of any other proceedings of the Company.

10. Withholding Tax. The Company shall have the power and the right to deduct or withhold from shares of Common Stock issuable upon exercise of the Option, shares with a Fair Market Value equal to the amount sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld, unless the Optionee has made arrangements acceptable to the Company for the payment of such taxes.

11. Notices. All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Great Southern Bancorp, Inc., 218 South Glenstone Avenue, Springfield, Missouri 65802. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee’s address noted below. Such addresses for the service of notices may be changed at any time provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.

ISO - 3

12. Plan and Plan Interpretations as Controlling. This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Optionee or his legal representatives with regard to any question arising hereunder or under the Plan.

13. Optionee Service. Nothing in this Option shall limit the right of the Company or any of its affiliates to terminate the Optionee’s service as an officer or employee, or otherwise impose upon the Company or any of its affiliates any obligation to employ or accept the services of the Optionee.

14. Optionee Acceptance. The Optionee shall signify his acceptance of the terms and conditions of this Option by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 11 above. To the extent the terms of any employment, severance or other agreement to which the Optionee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting or exercise rights contained in Sections 5 and 8, the terms of this Agreement shall control.

15. Electronic Signature. All references to signatures and delivery of documents in this Option may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Option. The Optionee’s electronic signature, including, without limitation, “click-through” acceptance of this Option through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, the Optionee’s manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Option.

16. Notice of Sale. The Optionee or any person to whom this Option or the Option Shares shall have been transferred by will or by the laws of descent and distribution promptly shall give notice to the Company in the event of the sale or other disposition of Option Shares within the later of (a) two years from the date of grant of this Option or (b) one year from the date of exercise of this Option. Such notice shall specify the number of Option Shares sold or otherwise disposed of and be directed to the address set forth in Section 11 above.

17. Non-Disclosure of Confidential Information and Non-Solicitation. Information concerning any customer of the Company (including its Subsidiaries and affiliates, “Great Southern”) or the business matters of Great Southern, to the extent learned or obtained as a result of employment or service with Great Southern and which has not been disclosed to the public, is privileged, private and confidential (“Confidential Information”). The Optionee agrees to protect all Confidential Information and not disclose it to any unauthorized persons, either during or after employment or service. Furthermore, the Optionee understands that any password and/or security code issued to allow access to designated areas of Great Southern, including any computer system(s), is also to be treated as Confidential Information and must not be disclosed to any unauthorized persons, either during or after employment or service. The Optionee understands that disregard of this Agreement would damage Great Southern, may result in disciplinary action up to and including termination of employment or service, and may also be a violation of state and/or federal law or regulation.

If the Optionee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in connection with a legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Optionee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Subsidiary of the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 17. If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Optionee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Optionee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Optionee exercises best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Subsidiary of the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Optionee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Subsidiary of the Company (the “Government Agencies”). The Optionee further understands that this Agreement does not limit the Optionee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Subsidiary of the Company. This Agreement does not limit the Optionee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Optionee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney of the individual and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order.

ISO - 4

The Optionee agrees that, upon leaving employment or service with Great Southern, for whatever reason, whether voluntary or involuntary, the Optionee will not keep or take any Confidential Information. The Optionee also agrees that, for a period of three (3) years from the date of such termination of employment or service, the Optionee will not solicit or service, either directly or indirectly, any Great Southern customer where information about the customer was obtained through employment or service with Great Southern. The Optionee further agrees that, for a period of one (1) year from the date of such termination of employment or service, the Optionee will not solicit, recruit, hire or otherwise interfere with the employment of any employee of Great Southern.

Should the Optionee breach this Agreement either during or after employment or service, the Company shall be entitled to obtain injunctive relief, and also to recover from the Optionee any damages caused by such breach, and all costs associated with enforcement of this Agreement, including, but not limited to, reasonable attorneys’ fees and expenses.

IN WITNESS WHEREOF, the parties hereto have caused this INCENTIVE STOCK OPTION AGREEMENT to be executed as of the date first above written.

	GREAT SOUTHERN BANCORP, INC.


	Joseph W. Turner, President and Chief Executive Officer



	ACCEPTED:



	«Full_Name»



	(Street Address)



	(City, State, and Zip Code)

ISO - 5

Exhibit 99.3

GREAT SOUTHERN BANCORP, INC.

2022 OMNIBUS INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

NQSO NO. «Grant_Number»

This option, intended to be a Non-Qualified Stock Option, is granted as of «Grant_Date» by Great Southern Bancorp, Inc. (the “Company”) to «Full_Name» (the “Optionee”), in accordance with the following terms and conditions:

1. Option Grant and Exercise Period. The Company hereby grants to the Optionee an Option (the “Option”) to purchase, pursuant to the Great Southern Bancorp, Inc. 2022 Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of «Shares» shares (the “Option Shares”) of the Common Stock, par value $.01 per share (“Common Stock”), of the Company at the price (the “Exercise Price”) of $«Grant_Price» per share. A copy of the Plan, as currently in effect, is incorporated herein by reference, and either is attached hereto or has been delivered previously to the Optionee. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Plan.

Vesting Date	Number of Shares Vesting

«Vest_Date1»	«Vest1»
«Vest_Date2»	«Vest2»
«Vest_Date3»	«Vest3»
«Vest_Date4»	«Vest4»

During the Exercise Period, to the extent vested, this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement.

4. Non-transferability of This Option. This Option may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated except (i) in the event of the death of the Optionee, to the person designated as the Optionee’s Beneficiary or, if no Beneficiary has been properly designated by the Optionee, by will or by the laws of descent and distribution, (ii) pursuant to a Qualified Domestic Relations Order, (iii) to a grantor trust if, under Code Section 671 and applicable state law, the Optionee is considered the sole beneficial owner of this Option while it is held by the trust or (iv) if allowed by the Committee, in its sole and absolute discretion, by gift to any member of the Optionee’s immediate family (as defined in Section 6.11 of the Plan) or to a trust for the benefit of the Optionee or one or more of the Optionee’s immediate family members. Unless transferred as permitted hereby, this Option is exercisable during the Optionee’s lifetime only by the Optionee. The provisions of this Option shall be binding upon, inure to the benefit of and be enforceable by the parties hereto, the successors and assigns of the Company and any person to whom this Option is transferred as permitted hereby.

5. Termination of Employment or Service. Except as otherwise provided in this Section 5, if the Optionee voluntarily terminates employment or service as a Director or the Optionee’s employment is involuntarily terminated without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Optionee), then the Optionee shall have three months after such termination of employment or service as a Director to exercise this Option to the extent it is otherwise exercisable on the date of employment or service termination, but in no event later than the Expiration Date. If the Optionee is terminated for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination. For purposes of clarification, if and so long as the Optionee (i) is a Director following termination of employment as an Employee or (ii) is an Employee following termination of service as a Director, this Option shall continue to vest and become exercisable, and shall remain exercisable, in accordance with its terms.

Nothing herein is intended to diminish the rights of the Optionee under the Plan if the Optionee’s employment or service is terminated due to death or Disability.

NQSO - 2

8. Effect of Change in Control. A Change in Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 8.

An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:

(a) The Replacement Award has a value at least equal to the value of the Replaced Award;

NQSO - 3

16. Non-Disclosure of Confidential Information and Non-Solicitation. Information concerning any customer of the Company (including its Subsidiaries and affiliates, “Great Southern”) or the business matters of Great Southern, to the extent learned or obtained as a result of employment or service with Great Southern and which has not been disclosed to the public, is privileged, private and confidential (“Confidential Information”). The Optionee agrees to protect all Confidential Information and not disclose it to any unauthorized persons, either during or after employment or service. Furthermore, the Optionee understands that any password and/or security code issued to allow access to designated areas of Great Southern, including any computer system(s), is also to be treated as Confidential Information and must not be disclosed to any unauthorized persons, either during or after employment or service. The Optionee understands that disregard of this Agreement would damage Great Southern, may result in disciplinary action up to and including termination of employment or service, and may also be a violation of state and/or federal law or regulation.

NQSO - 4

IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED STOCK OPTION AGREEMENT to be executed as of the date first above written.

	GREAT SOUTHERN BANCORP, INC.


	Joseph W Turner, President and Chief Executive Officer



	ACCEPTED:



	«Full_Name»



	(Street Address)



	(City, State, and Zip Code)

NQSO - 5

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Great Southern Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule⁽¹⁾	Amount Registered⁽²⁾	Proposed Maximum Offering Price Per Share⁽³⁾	Maximum Aggregate Offering Price⁽³⁾	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.01 par value per share	Other	900,000⁽³⁾	$56.94	$51,246,000	0.0000927	$4,751
Total Offering Amounts					$51,246,000		$4,751
Total Fee Offsets							---
Net Fee Due							$4,751

(1)	Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), the proposed maximum offering price per share and the maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee and are based on the average of the high and low prices per share of the common stock, par value $0.01 per share (the “Common Stock”), of Great Southern Bancorp, Inc. as reported on the NASDAQ Stock Market on June 14, 2022.

(2)	Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of Common Stock as may be issuable as a result of a stock split, stock dividend or similar transaction with respect to the Common Stock.

(3)	Represents shares of Common Stock reserved for issuance pursuant to the Great Southern Bancorp, Inc. 2022 Omnibus Incentive Plan.