NASB Financial : Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TUESDAY, JANUARY 25, 2022

To our stockholders:

The 2022 Annual Meeting of Stockholders of NASB Financial, Inc. will be held virtually via live webcast on Tuesday, January 25, 2022, at 8:30 a.m., Central Standard Time. Stockholders will be able to attend and participate in the Annual Meeting online, vote their shares electronically and submit their questions prior to and during the meeting by visiting: https://meetnow.global/MTCNXZ2. (Please note that Internet Explorer is not supported.) Anyone may enter the Annual Meeting as a guest in listen-only mode, but only stockholders of record and beneficial owners of shares who have registered for the meeting may participate in the Annual Meeting. To participate in the meeting, you will need the stockholder control number found on the enclosed proxy card. Stockholders will not be able to attend the meeting in person. At the virtual meeting, stockholders will vote upon:

1. The election of three directors of the Company to serve three-year terms;
2. The ratification of BKD, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022; and
3. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

All holders of record of our common stock at the close of business on December 15, 2021, are entitled to vote at the Annual Meeting, or any adjournment or postponement thereof.

Whether or not you plan to participate in the virtual Annual Meeting, please submit your proxy by internet, telephone, or mail following the instructions found on the enclosed proxy card or voting instruction form so that your shares of common stock may be represented and voted at the Annual Meeting.

NASB FINANCIAL, INC.

Brian Zoellner

Corporate Secretary

December 27, 2021

12498 South 71 Highway, Grandview, MO 64030

[phone]

NASB Financial, Inc.

12498 South 71 Highway

Grandview, MO 64030

____________________________________

PROXY STATEMENT

We are furnishing these proxy materials in connection with the solicitation of proxies by the Board of Directors (the "Board") of NASB Financial, Inc. ("We," "Us," "Our," "NASB" or the "Company") for the Annual Meeting of Stockholders (hereinafter called the "Annual Meeting") to be held virtually via live webcast on Tuesday, January 25, 2022, at 8:30 a.m. (CST). Stockholders will be able to attend and participate in the Annual Meeting online, vote their shares electronically and submit their questions prior to and during the meeting by visiting: https://meetnow.global/MTCNXZ2. (Please note that Internet Explorer is not supported.) Anyone may enter the Annual Meeting as a guest in listen-only mode, but only stockholders of record and beneficial owners of shares who have registered for the meeting may participate in the Annual Meeting. To participate in the Annual Meeting, you will need the stockholder control number found on the enclosed proxy card. Stockholders will not be able to attend the meeting in person. The Annual Report to stockholders for the 2021 fiscal year, including consolidated financial statements for the fiscal year ended September 30, 2021, accompanies this statement.

This proxy statement and the accompanying proxy card were first mailed to the stockholders on or about December 27, 2021.

Regardless of the number of shares you own it is important that your stock is represented at the Annual Meeting. No action can be taken unless a majority of the outstanding shares of Common Stock is represented. To make sure your shares are represented at the Annual Meeting, please submit your proxy by internet, telephone, or mail following the instructions found on the enclosed proxy card or voting instruction form.

Who is entitled to vote at the Annual Meeting?

Stockholders of record as of the close of business on December 15, 2021 (the "Record Date") are entitled to vote at the Annual Meeting. Each share of Common Stock of NASB is entitled to one vote on matters other than the election of directors, for which cumulative voting is permitted (see section entitled - PROPOSAL 1: ELECTION OF DIRECTORS). The number of shares of Common Stock outstanding on the record date was 7,410,995.

How can I attend the Annual Meeting?

The Annual Meeting will be held online. No physical meeting will be held. A summary of the information you need to attend online is provided below.

• Any stockholder of record as of the Record Date will be able to attend and participate in the Annual Meeting online, vote their shares electronically and submit their questions prior to and during the Annual Meeting by visiting:https://meetnow.global/MTCNXZ2. (Please note that Internet Explorer is not supported.)
• The live webcast of the Annual Meeting will begin promptly at 8:30 a.m., Central Standard Time. We encourage you to access the Annual Meeting a few minutes prior to the start time to allow time for you to log-in and test your device's audio system. Please follow the registration instructions as outlined in this proxy statement.
• You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the Record Date, or if you hold a valid proxy for the Annual Meeting.
• Please have the control number we have provided you on your proxy card to participate in the Annual Meeting.
• If you hold your shares through an intermediary, such as a bank or broker, you must register in advance, using the instructions below.

How do I register to attend the virtual Annual Meeting?

If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the virtual Annual Meeting. Please follow the instructions on the enclosed proxy card.

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If you hold your shares through an intermediary, such as a bank or broker (i.e., you hold your shares through "street name"), you must register in advance to attend the virtual Annual Meeting. To register to attend the virtual Annual Meeting, you must submit proof of your proxy power (legal proxy) reflecting your NASB holdings along with your name and email address to Computershare. Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Central Standard Time, on January 20, 2022. You will receive confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us as follows:

By email:	Forward the email from your broker, or attach an image of your legal proxy, to
	[e-mail]
By mail:	Computershare
	NASB Financial, Inc. Legal Proxy
	P.O. Box 43001
	Providence, RI 02940-3001

How do I vote?

You will need the control number indicated on your proxy card to vote your shares. Each stockholder has a unique control number so we can ensure that all voting instructions are genuine and prevent duplicate voting. Depending on the number of accounts in which you hold your shares, you may receive and need to vote more than one control number. You can vote by any of the methods below prior to the Annual Meeting and still attend the virtual Annual Meeting.

If you are a stockholder of record of NASB as of the Record Date, you may vote via the internet during the Annual Meeting, or prior to the Annual Meeting via the internet, telephone, or mail following the instructions found on the enclosed proxy card. To vote by internet during the Annual Meeting, visit https://meetnow.global/MTCNXZ2.

(Please note that Internet Explorer is not supported.) You will need the unique control number printed on your proxy card to vote your shares by any of the foregoing methods.

All proxies properly executed by you that are not subsequently revoked will be voted as you indicate. If you do not indicate your voting preferences, your shares will be voted FOR the election of the director nominees named in the proxy statement and FOR the ratification of the selection of the independent registered public accounting firm.

If your shares are held in "street name" by a bank, broker or other nominee, you may vote prior to the Annual Meeting by using one of the methods described in the voting instruction form provided by the institution that holds your shares. If your shares are held in "street name" and you wish to vote at the Annual Meeting, you must obtain a proxy form from the institution that holds your shares to vote at the Annual Meeting.

Can I change my vote after I return my proxy card?

You may change your vote or revoke your proxy at any time before the proxy is voted at the Annual Meeting in any one of the following ways:

• by sending a signed notice of revocation or a duly executed proxy card with a later date to our corporate secretary that states your intent to revoke your proxy;
• by submitting new proxy instructions via the internet or by telephone; or
• by attending the Annual Meeting virtually and voting via the internet; however, attendance alone will not revoke your proxy. You must notify the Inspector of Elections of your intention to revoke your proxy and vote via the internet at the Annual Meeting.

Once voting on a particular matter is completed at the Annual Meeting, you will not be able to revoke your proxy or change your vote as to that matter. If your shares are held in "street" name by a broker, bank, or other nominee, you must contact that institution to change your vote.

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What are broker non-votes and how are they counted?

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a "broker non-vote." In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange ("NYSE").

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares on the ratification of BKD, LLP even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors, in which case a broker non-vote will occur and your shares will not be voted on these matters. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

What are the Board's recommendations?

The Board of Directors recommends that you vote:

• "FOR" each of the nominees for Director; and
• "FOR" the ratification of BKD, LLP as the Company's independent registered public accounting firm.

The Company has not authorized any person to give any information or to make any representations other than those contained in this proxy statement. If any such information is given or representation is made, you should not rely upon it as having been authorized by the Company.

Structure and Practices of the Board of Directors

NASB's business is managed under the direction of its Board of Directors. The Board of Directors exercises general oversight toward the goal that NASB's management performs in the long-term best interest of stockholders. NASB's independent Directors have professional experience and expertise to capably oversee the functioning of the Company's management team.

Board Leadership Structure. Currently, the Company's Board consists of ten directors. Three employee directors are: David H. Hancock, Executive Chairman, Paul L. Thomas, Chief Executive Officer ("CEO") and Thomas B. Wagers, Chief Risk Officer ("CRO"). Seven non-employee directors are: Rich Agar, Barrett Brady, Laura Brady, Thomas S.

Dreyer, E. Alexander Hancock, Linda S. Hancock, and W. Russell Welsh.

Independence of Directors. The Board of Directors has identified the following non-employee directors that are "independent": Rich Agar, Barrett Brady, Laura Brady, Thomas S. Dreyer, and W. Russell Welsh. In determining the independence of its directors, the Board considered transactions, relationships and arrangements between the Company, North American Savings Bank, all subsidiaries and their directors. The Board has determined that E. Alexander Hancock and Linda S. Hancock are not independent due to their family relationship to the Company's Executive Chairman, David H. Hancock.

Audit Committee. The Audit Committee is comprised of Barrett Brady, Laura Brady, and Thomas S. Dreyer. The Audit Committee has the responsibility of reviewing the scope and results of audits performed by the Company's independent registered public accounting firm and reviewing the findings and recommendations of NASB's internal audit staff. The Audit Committee also has sole authority to engage the independent registered public accounting firm to perform audit services (subject to stockholder ratification), audit-related services, tax services and permitted non- audit services and the authorization of the payment of fees therefor. The independent registered public accounting firm reports directly to the Committee and is accountable to the Committee.

The Audit Committee has engaged BKD, LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements for fiscal 2022, subject to stockholder ratification, and has engaged BKD, LLP to perform specific tax return preparation and compliance, tax consulting and tax planning services during fiscal

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