Equity Bancshares Inc-A美股招股说明书(2025-11-24版)

Prospectus of Equity Bancshares, Inc. Proxy Statement of Frontier Holdings, LLC PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT To the Members of Frontier Holdings, LLC: On August29, 2025, Equity Bancshares, Inc., a Kansas corporation (“Equity”), Winston Merger Sub, Inc., a Nebraska corporation and wholly owned subsidiary of Equity (“MergerSub”), and Frontier Holdings, LLC, a Nebraska limited liability company (“Frontier”), entered into an Agreement and Plan of Reorganization (the “merger agreement”). Subject to the termsand conditions of the merger agreement, Merger Sub will merge with and into Frontier (the “merger”), with Frontier continuing as the surviving entity and a wholly owned subsidiary ofEquity. Immediately following, and in connection with, the merger, Equity will cause Frontier to be merged with and into Equity, with Equity surviving the merger (the “second merger”). At the effective time of the merger (the “effective time”), each outstanding unit of Frontier (“Frontier units”) will be converted into the right to receive, without interest, (i)a numberof shares of Equity’s ClassA common stock, par value $0.01 per share (“Equity common stock”), equal to the exchange ratio (the calculation of which is described in more detail in this proxystatement/prospectus), and (ii)cash, in an amount equal to $32,500,000 divided by the number of Frontier units outstanding immediately prior to the effective time, provided that the cashamount will be reduced on adollar-for-dollarbasis in the event Frontier does not deliver a minimum of $99,416,508 (the “minimum equity”) of members’ equity calculated in accordance withgenerally accepted accounting principles in the United States (“GAAP”), and adjusted to reflect the Frontier Merger Costs (as defined in the merger agreement), Frontier’s income and otherspecified items described in the merger agreement (the “Frontier adjusted members’ equity”). Assuming 43,272 Frontier units are outstanding immediately prior to the effective time, and thatFrontier delivers the Frontier adjusted members’ equity, each Frontier unit would be converted into the right to receive 51.30 shares of Equity common stock and $751.06 in cash, providedthat such number of shares may be adjusted based on the number of Frontier units outstanding immediately prior to the effective time. The Equity common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “EQBK.” The market value of the shares of Equity common stock to be paid asconsideration will fluctuate with the market price of Equity common stock; therefore, the market value of the shares of Equity common stock at the effective time will not be known at thetime the Frontier members vote on the merger. Based on (i)the closing price of $40.53 for Equity common stock on the NYSE on August29, 2025, the last trading day before publicannouncement of the merger, the implied value of the stock component of the merger consideration per Frontier unit would be approximately $2,079.33 and, together with the maximum$751.06 per unit to be paid in cash (subject to a possible downward adjustment of the cash consideration), the total merger consideration would be approximately $2,830.39 per Frontier unit,(ii)the closing price of $41.09 for Equity’s common stock on the NYSE on September29, 2025, the latest practicable trading day before the initial filing of this proxy statement/prospectus,the implied value of the stock component of the merger consideration per Frontier unit would be approximately $2,108.06 and together with the maximum $751.06 per unit to be paid in cash(subject to a possible downward adjustment of the cash consideration), the total merger consideration would be approximately $2,859.12 per Frontier unit and (iii)the closing price of $41.76for Equity’s common stock on the NYSE on October28, 2025, the latest practicable trading day before this proxy statement/prospectus was finalized, the implied value of the stockcomponent of the merger consideration per Frontier unit would be approximately $2,142.43 and together with the maximum $751.06 per unit to be paid in cash (subject to a possibledownward adjustment of the cash consideration), the total merger consideration would be approximately $2,893.49 per Frontier unit. Each of the foregoing examples in the preceding sentenceassumes there is no downward adjustment to the cash component of the merger consideration. If the Frontier adjusted members’ equity is less than the minimum equity, as of the close of business on the last day of the month immediately preceding the month during which theclosing date occurs, or such other date as mutually agreed by Equity and Frontier (the “calculation date”), then the per unit cash consideration to be paid to each holder of Frontier units willbe reduced pro rata for each dollar that the Frontier adjusted members’ equity is less than the minimum equity. As of September30, 2025, Frontier’s members’ equity was approximately$104,171,077 mi