As filed with the Securities and Exchange Commission on January 17, 2017June 4, 2018

RegistrationNo. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Equity Bancshares, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Kansas 72-1532188

(State or other jurisdiction of


incorporation or organization)

 

(I.R.S. Employer


Identification Number)

7701 East Kellogg Drive, Suite 300

Wichita, Kansas 67207

(316)612-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Brad S. Elliott

Chairman and Chief Executive Officer

Equity Bancshares, Inc.

7701 East Kellogg Drive, Suite 300

Wichita, Kansas 67207

(316)612-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Michael G. Keeley, Esq.

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201-7932

(214)855-3906

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  Accelerated filer 
Non-accelerated filer ☐  (Do not check if a smaller reporting company) 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.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of

securities to be registered

 

Amount

to be

registered (1)

 

Proposed

maximum

offering price

per share (2)

 

Proposed

maximum

aggregate

offering price (2)

 Amount of
registration fee
 Amount
to be
registered(1)
 Proposed
maximum
offering price
per unit(2)
 Proposed
maximum
aggregate
offering price(1)(2)
 Amount of
registration fee(3)

Class A Common Stock, par value $0.01 per share

 3,047,227 $32.64 $99,461,489 $11,528

Class A common stock (4)

        

Preferred Stock(5)

        

Debt Securities(6)

        

Warrants(7)

        

Subscription Rights(8)

        

Units(9)

        

TOTAL

 $150,000,000 N/A $150,000,000 $18,675.00

(1)Represents outstanding sharesIn no event will the aggregate initial offering price of Equity Bancshares, Inc. Class A Common Stockall securities issued exceed $150,000,000. The registered securities may be offered byfor U.S. dollars or the selling stockholders namedequivalent thereof in this prospectus.foreign currencies, currency units or composite currencies. The registered securities may be sold separately, together or as units with other registered securities.
(2)Certain information as to each class of securities to be registered is not specified, in accordance with General Instruction II.D. to FormS-3 under the Securities Act.
(3)The proposed maximum aggregate offering price has been estimated solely to calculate the registration fee under Rule 457(o) under the Securities Act. The proposed maximum aggregate offering price, with respect to debt securities, is calculated excluding accrued interest and accrued amortization of discount, if any, to the date of delivery. Pursuant to Rule 416457(o), the table does not specify, by each class, information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate offering price. Unless otherwise indicated in an amendment to this filing, no separate consideration will be received for common stock, preferred stock or debt securities that are issued upon conversion or exchange of preferred stock, debt securities, warrants, subscription rights or units registered hereunder.
(4)Subject to note (1) above, we are registering an indeterminate number of shares of our Class A common stock. We are also registering an indeterminate number of shares of Class A common stock as may be issuable upon conversion of the debt securities or the preferred stock or upon exercise of warrants or subscription rights registered hereby.
(5)Subject to note (1) above, we are registering an indeterminate number of shares of preferred stock as may be sold from time to time by us. We are also registering an indeterminate number of shares of preferred stock as shall be issuable upon exercise of warrants or subscription rights registered hereby. In addition, we are also registering such indeterminate number of shares of preferred stock, for which no consideration will be received by us, as may be issued upon conversion or exchange of debt securities of the Company.
(6)Subject to note (1) above, we are registering an indeterminate principal amount of debt securities (which may be senior or subordinated). If any debt securities are issued at an original issue discount, then the offering price may be increased to the extent not to exceed the proposed maximum aggregate offering price less the dollar amount of any securities previously issued. Also, in addition to any debt securities that may be issued directly under the Securities Act of 1933, as amended, the securities offered by this registration statement, shall be deemed to cover such additionalwe are registering an indeterminate amount of debt securities as may be issued as a resultupon the conversion or exchange of other debt securities, preferred stock splits, stock dividends or similar transactions.depositary shares, for which no consideration will be received by us, or upon exercise of warrants or subscription rights registered hereby.
(2)(7)Estimated solely for the purposeSubject to note (1) above, we are registering an indeterminate number of calculating the registration fee pursuantwarrants representing rights to Rule 457(c) under the Securities Actpurchase debt securities, shares of 1933, as amended, and based upon the averagecommon stock or preferred stock or depositary shares registered hereby.
(8)Subject to note (1) above, we are registering an indeterminate number of subscription rights representing rights to purchase shares of our common stock or other securities registered hereby.
(9)Subject to note (1) above, we are registering an indeterminable number of units, which will be comprised of two or more of the high and low sales prices of our Class A Common Stock on the NASDAQ Global Select Market on January 11, 2017.securities registered hereby in any combination.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


The information in this prospectus is not complete and may be changed. The selling stockholdersWe may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated January 17, 2017.June 4, 2018.

Preliminary Prospectus

 

LOGOLOGO

Equity Bancshares, Inc.$150,000,000

3,047,227 Shares

Class A Common Stock

This prospectus relates to the offer and sale from time to time by the stockholders named in this prospectus (the “Selling Stockholders”) of up to an aggregate of 3,047,227 shares of our Class A common stock par value $0.01 per share (“Class A Common Stock”), which includes 558,227 shares of our Class A Common

Preferred Stock which are issuable upon the automatic conversion of an equal number of shares of our Class B non-voting common stock, par value $0.01 per share (our “Class B Common Stock”) currently held by certain Selling Stockholders named in this prospectus.

Debt Securities

Warrants

Subscription Rights

Units

We will not receivemay offer and sell, at any of the proceeds from the sale of shares by the Selling Stockholders under this prospectus.

All of the shares offered by this prospectus are being sold by the Selling Stockholders. It is anticipated that the Selling Stockholders will sell the sharestime and from time to time, in one or more transactions,offerings, and in negotiated transactionsany combination, the securities described in this prospectus having a total initial offering price not exceeding $150,000,000. This prospectus describes the general terms of these securities and the general manner in which we will offer them. Each time that we offer and sell securities using this prospectus, we will provide a supplement to this prospectus that contains specific information about the securities and their terms and the manner in which we will offer them for sale. The prospectus supplement may also add or otherwise, at prevailing market pricesupdate information contained in this prospectus. You should carefully read this prospectus and any prospectus supplement, as well as any documents we have incorporated into this prospectus or at prices otherwise negotiated. The Selling Stockholdersany prospectus supplement by reference, before you invest in any of these securities. This prospectus may not be used to consummate the sales of securities unless accompanied by a prospectus supplement. References herein to “prospectus supplement” are deemed to refer to any pricing supplement or free writing prospectus describing the specific pricing or other terms of the applicable offering that we prepare and distribute.

We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis. We do not know whenwill provide the names of any such underwriters, dealers or agents used in what amountsconnection with the Selling Stockholderssale of any of these securities, as well as any fees, commissions or discounts we may offerpay to such underwriters, dealers or agents in connection with the shares for sale. The Selling Stockholders might not sell allsale of these securities, in the shares offered by this prospectus. For more information regarding the Selling Stockholders and the times and manner in which they may offer or sell the shares, see “Selling Stockholders” or “Plan of Distribution”.applicable prospectus supplement.

Our Class A Common Stockcommon stock, par value $0.01 per share (“Class A common stock”), is listed on the NASDAQ Global Select Market under the symbol “EQBK.” On January 13, 2017, the last reported sale price of“EQBK”. We expect that our Class A Common Stockcommon stock sold pursuant to a prospectus supplement will be listed on such exchange, subject to official notice of issuance. Any prospectus supplement will contain information, where applicable, as reported byto any other listing on the NASDAQ Global Select Market was $33.04 per share. You are encouraged to obtain current quotationsor any other securities exchange of the priceother securities covered by the prospectus supplement.

Investing in our securities involves risks. You should refer to the section entitled “Risk Factors” on page 9 of this prospectus, as well as the risk factors included in the applicable prospectus supplement and certain of our Class A Common Stock.periodic reports and other information that we file with the Securities and Exchange Commission, and carefully consider that information before buying our securities.

These securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.

An investment

This prospectus is dated                     , 2018.


IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS

AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

We may provide information to you about the securities we are offering in these securities involves material risks and uncertainties. You should read carefully the“Risk Factors” on page 8 of three separate documents that progressively provide more detail:

this prospectus, in anywhich provides general information, some of which may not apply to your securities;

the accompanying prospectus supplement, which describes the terms of the securities, some of which may not apply to your securities; and

if necessary, a pricing supplement, which describes the specific terms of your securities.

If the terms of your securities vary among the pricing supplement, the prospectus supplement and in our periodic reports and other Securities and Exchange Commission filings for factorsthis prospectus, you should consider before investingrely on the information in our securities.the following order of priority:

The shares of our Class A Common Stock that you purchase

the pricing supplement, if any;

the prospectus supplement; and

this prospectus.

We include cross-references in this prospectus and the accompanying prospectus supplement to captions in these materials where you can find further related discussions. The following table of contents and the table of contents included in the accompanying prospectus supplement provide the pages on which these captions are located.

Unless indicated in the applicable prospectus supplement, we have not taken any action that would permit us to publicly sell these securities in any jurisdiction outside the United States. If you are an investor outside the United States, you should inform yourself about, and ensure compliance with, any restrictions as to the offering will not be savings accounts, deposits or other obligations of any of our bank or non-bank subsidiariesthe securities and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The datedistribution of this prospectus is             , 2017.prospectus.

i


TABLE OF CONTENTS

 

   Page 

About This Prospectus

   1 

Where You Can Find More Information

   2 

Incorporation of Certain DocumentsInformation By Reference

   3 

CautionarySpecial Note Regarding Forward-Looking Statements

   4 

About Equity Bancshares, Inc.

   6

Recent Developments

68 

Risk Factors

   89 

Use of Proceeds

   910 

Selling StockholdersDescription of Securities We May Offer

   1011 

Description of Capital Stock

   1412

Description of Debt Securities

18

Description of Warrants

29

Description of Subscription Rights

31

Description of Units

32

Description of Global Securities

33 

Plan of Distribution

   1935 

Legal Matters

   2236 

Experts

   2236 

ii


ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration statement, the Selling Stockholdersprocess, we may offer and sell from time to time, and in one or more offerings, on a continuous or delayed basis, any combination of the securities described in this prospectus, up to a total dollar amount of all offerings of $150,000,000, in the aggregate, denominated in U.S. dollars or the equivalent in foreign currencies, currency units or composite currencies.

This prospectus provides you with a general description of the securities we may offer. Each time we offer these securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. A prospectus supplement may include a discussion of any risk factors or other special considerations applicable to those securities or to us. Such prospectus supplement may also add, update or change information contained or incorporated by reference in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information contained in the prospectus supplement. You should read this prospectus, the applicable prospectus supplement and any documents that we incorporate by reference in this prospectus or any prospectus supplement, together with the additional information referred to under the heading “Where You Can Find More Information,” before you invest.

You should rely only rely on the information contained or incorporated by reference in this prospectus andor in any prospectus supplement relatingsupplement. We have not authorized any person to a particular offering. Noprovide you with different or additional information. We are not making an offer to sell or soliciting an offer to buy these securities in any jurisdiction in which the offer or solicitation is not authorized or in which the person has been authorizedmaking the offer or solicitation is not qualified to give anydo so or to anyone to whom it is unlawful to make the offer or solicitation. You should assume that the information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus and any prospectus supplement in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement shall constitute an offer to sell or a solicitation of an offer to buy the offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits.

You should read the entire prospectus and any prospectus supplement, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement is correct as of any date subsequent to the date hereof or of such prospectus supplement, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only as of the date of the applicable documents, regardlessthat document.

Any of the time of delivery ofsecurities described in this prospectus and in a prospectus supplement may be convertible or exchangeable into, or exercisable for, other securities that are described in this prospectus or will be described in a prospectus supplement, and may be issued separately, together or as part of a unit consisting of two or more securities, which may or may not be separate from one another. The securities offered hereby may include new or hybrid securities developed in the future that combine features of any sale of securities. Our business, financial condition, results of operationsthe securities described in this prospectus.

The registration statement that contains this prospectus, including the exhibits to the registration statement, also contains additional information about us and prospects may have changed since that date.the securities offered under this prospectus. You can find the registration statement at the SEC’s website at www.sec.gov or at the SEC office mentioned under the heading “Where You Can Find More Information.”

In this prospectus, unless the context requires otherwise, “Equity,terms “Company,” “we,” “us”“us,” and “our” refer to Equity Bancshares, Inc. and its subsidiaries.References in this prospectus to the “Bank” mean Equity Bank.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file annual, quarterly and current reports, proxy statements, information statements and other information with the SEC. Here are ways you can review and obtain copies of this information:

 

What is Available

  

Where to Get it

Paper copies of information

  

SEC’s Public Reference Room

100 F Street, N.E.

Washington, D.C. 20549

On-lineOnline information, free of charge

  

SEC’s Internetinternet website at

www.sec.gov

Information about the SEC’s Public Reference Room

  

Call the SEC at

1-800-SEC-0330

We have filed with the SEC a registration statement onForm S-3 under the Securities Act of 1933, as amended (the “Securities Act”), relating to the securities covered by this prospectus. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the securities.securities offered hereby. This prospectus does not contain all of the information set forth in the registration statement. Whenever a reference is made in this prospectus to a contract or other document, the reference is only a summary and you should refer to the exhibits that form a part of the registration statement for a copy of the contract or other document. You can get a copy of the registration statement, at prescribed rates, from the sources listed above. The registration statement and the documents referred to below under “Incorporation of Certain Documents by Reference” are also available on our Internet website, www.equitybank.com. You can also obtain these documents from us, without charge (other than exhibits, unless the exhibits are specifically incorporated by reference), upon written or oral request at the following address and telephone number:

Equity Bancshares, Inc.

7701 East Kellogg Drive, Suite 300

Wichita, Kansas 67207

Attn: Investor Relations

Telephone: (316)612-6000

The information contained on our website does not constitute a part of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTSINFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means:

 

incorporated documents are considered part of this prospectus;

 

we can disclose important information to you by referring you to those documents; and

 

information that we file later with the SEC automatically will update and supersede information contained in this prospectus.

This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC (FileNo. 001-37624). These documents contain important information about us:

 

our Annual Report onForm 10-K for the year ended December 31, 2015,2017, filed with the SEC on March 17, 2016,16, 2018, including the information in our proxy statement that is part of our Schedule 14A filed with the SEC on March 28, 2016,21, 2018, that is incorporated by reference in that Annual Report onForm 10-K;

 

our Quarterly Report onForm 10-Q for the quarter ended March 31, 2016,2018, filed with the SEC on May 16, 2016;

our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 15, 2016;

our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 14, 2016;11, 2018;

 

our Current Reports onForm 8-K (and any amendments thereto) filed with the SEC on January 25, 2018, February 3, 2016,7, 2018, March 5, 2018, March 22, 2018, April 4, 2016,19, 2018, April 25, 2018, April 30, 2018 and May 3, 2016, July 14, 2016, October 20, 2016, October 31, 2016, November 15, 2016, December 22, 2016 and December 27, 20167, 2018 (other than any portions thereof deemed furnished and not filed in accordance with SEC rules); and

 

the description of our Class A Common Stockcommon stock contained in our Registration Statement onForm 8-A, filed with the SEC on November 6, 2015, and any other amendment or report filed for the purposes of updating such description.

We incorporate by reference any additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than those furnished pursuant to Item 2.02 or Item 7.01 ofForm 8-K or other information “furnished” to the SEC), from the date of the registration statement of which this prospectus is a part until the termination of the offering of the securities. These documents may include annual, quarterly and current reports, as well as proxy statements. Any material that we later file with the SEC will automatically update and supersede, where appropriate, the information previously filed with the SEC. These documents are available to you without charge. See “Where You Can Find More Information.”Information” on page 2 of this prospectus.

Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document.

CAUTIONARYSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information presented herein and in other documents filed with or furnished to the SEC, in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

 

an economic downturn, especially one affecting our core market areas;

 

the occurrence of various events that negatively impact the real estate market, since a significant portion of our loan portfolio is secured by real estate;

 

difficult or unfavorable conditions in the market for financial products and services generally;

 

interest rate fluctuations, which could have an adverse effect on our profitability;

 

external economic and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the Board of Governors of the Federal Reserve System or the Federal Reserve,(the “Federal Reserve”), inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits, which may have an adverse impact on our financial condition;

 

continued or increasing competition from other financial institutions, credit unions, andnon-bank financial services companies, many of which are subject to different regulations than we are;

 

costs arising from the environmental risks associated with making loans secured by real estate;

 

losses resulting from a decline in the credit quality of the assets that we hold;

 

the effects of new federal tax laws, or changes to existing federal tax laws;

inadequacies in our allowance for loan losses which could require us to take a charge to earnings and thereby adversely affect our financial condition;

 

inaccuracies or changes in the appraised value of real estate securing the loans that we originate whichthat could lead to losses if the real estate collateral is later foreclosed upon and sold at a price lower than the appraised value;

 

the costs of integrating the businesses we acquire which may be greater than expected;

 

challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services;

 

a lack of liquidity resulting from decreased loan repayment rates, lower deposit balances, or other factors;

restraints on the ability of Equitythe Bank to pay dividends to us which could limit our liquidity;

the loss of our largest loan and depositor relationships;

 

limitations on our ability to lend and to mitigate the risks associated with our lending activities as a result of our size and capital position;

 

additional regulatory requirements and restrictions on our business which could impose additional costs on us;

 

increased capital requirements imposed by banking regulators which may require us to raise capital at a time when capital is not available on favorable terms or at all;

 

a failure in the internal controls we have implemented to address the risks inherent to the business of banking;

 

inaccuracies in our assumptions about future events which could result in material differences between our financial projections and actual financial performance;

 

the departure of key members of our management personnel or our inability to hire qualified management personnel;

 

disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems;

 

unauthorized access to nonpublic personal information of our customers, which could expose us to litigation or reputational harm;

 

disruptions, security breaches, or other adverse events affecting the third-party vendors who perform several of our critical processing functions;

 

required implementation of new accounting standards that significantly change certain of our existing recognition practices;

the occurrence of adverse weather or manmade events which could negatively affect our core markets or disrupt our operations;

 

an increase in FDICthe Federal Deposit Insurance Corporation (the “FDIC”) deposit insurance assessments which could adversely affect our earnings;

 

an inability to keep pace with the rate of technological advances due to a lack of resources to invest in new technologies; and

 

other factors that are discussed inunder “Risk Factors.”Factors” beginning on page 9 of this prospectus.

The foregoing factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in this prospectus. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

PROSPECTUS SUMMARY

This summary provides a general description of the securities we may offer. This summary is not complete and does not contain all of the information that may be important to you. For a more complete understanding of us and the terms of the securities we may offer, you should read carefully this entire prospectus, including the “Risk Factors” section beginning on page 9, the applicable prospectus supplement for the securities being offered and the other documents we refer to and incorporate by reference. In particular, we incorporate important business and financial information into this prospectus by reference.

The Securities We May Offer

We may use this prospectus to offer securities in an aggregate amount of up to $150,000,000 in one or more offerings. A prospectus supplement, which we will provide each time we offer securities, will describe the amounts, prices and detailed terms of the securities and may describe risks associated with an investment in the securities in addition to those described in the “Risk Factors” section beginning on page 9 of this prospectus. We will also include in the prospectus supplement, where applicable, information about material United States federal income tax considerations relating to the securities. Terms used in this prospectus will have the meanings described in this prospectus unless otherwise specified.

We may sell the securities to or through underwriters, dealers or agents, or directly to purchasers. We, as well as any agents acting on our behalf, reserve the sole right to accept or to reject in whole or in part any proposed purchase of our securities. Each prospectus supplement will set forth the names of any underwriters, dealers or agents involved in the sale of our securities described in that prospectus supplement and any applicable fee, commission or discount arrangements with them.

Common Stock

We may sell our Class A common stock. In a prospectus supplement, we will describe the aggregate number of shares offered and the offering price or prices of the shares.

Preferred Stock

We may sell shares of our preferred stock in one or more series. In a prospectus supplement, we will describe the specific designation, the aggregate number of shares offered, the dividend rate or manner of calculating the dividend rate, the dividend periods or manner of calculating the dividend periods, the ranking of the shares of the series with respect to dividends, liquidation and dissolution, the stated value of the shares of the series, the voting rights of the shares of the series, if any, whether and on what terms the shares of the series will be convertible or exchangeable, whether and on what terms we can redeem the shares of the series, whether we will offer depositary shares representing shares of the series and if so, the fraction or multiple of a share of preferred stock represented by each depositary share, whether we will list the preferred stock or depositary shares on a securities exchange and any other specific terms of the series of preferred stock.

Debt Securities

Our debt securities may be senior or subordinated in priority of payment. We will provide a prospectus supplement that describes the ranking, whether senior or subordinated, the specific designation, the aggregate principal amount, the purchase price, the maturity, the redemption terms, the interest rate or manner of calculating the interest rate, the time of payment of interest, if any, the terms for any conversion or exchange, including the terms relating to the adjustment of any conversion or exchange mechanism, the listing, if any, on a securities exchange and any other specific terms of the debt securities.



Warrants

We may sell warrants to purchase our debt securities, shares of preferred stock or shares of our common stock. In a prospectus supplement, we will inform you of the exercise price and other specific terms of the warrants, including whether our or your obligations, if any, under any warrants may be satisfied by delivering or purchasing the underlying securities or their cash value.

Subscription Rights

We may distribute subscription rights to the holders of our common stock or other securities to purchase a specified number of shares of our common stock or other securities that the holder owns as of a record date set by our board of directors. In a prospectus supplement, we will inform you of the exercise price and other specific terms of the subscription rights.

Units

We may sell any combination of one or more of the other securities described in this prospectus, together as units. In a prospectus supplement, we will describe the particular combination of securities constituting any units and any other specific terms of the units.



ABOUT EQUITY BANCSHARES, INC.

The following is a brief summary of our business. It does not contain all of the information that maybemay be important to you. Before you decide to purchase any of the Class A Common Stock,securities, you should carefully review this entire prospectus and any prospectus supplement, along with any other information we refer to in, or incorporate by reference into, this prospectus and any prospectus supplement.

Equity Bancshares, Inc. isWe are a Kansas corporation and bank holding company headquartered in Wichita, Kansas and a bank holding company registered underKansas. Our wholly-owned banking subsidiary, the Bank, Holding Company Act of 1956, as amended. As of September 30, 2016, we had total assets of approximately $1.56 billion, total deposits of approximately $1.18 billion and total stockholders’ equity of approximately $161.2 million. Through our wholly owned banking subsidiary, Equity Bank, a Kansas state chartered bank, we provideprovides a broad range of financial services primarily to businesses and business owners as well as individuals through ourthe Bank’s network of 34 full service42 full-service branches located in Kansas, Missouri, Arkansas and Arkansas.Oklahoma.

As of March 31, 2018, we had consolidated total assets of $3.18 billion, total loans held for investment of $2.12 billion (net of allowances), total deposits of $2.37 billion and total stockholders’ equity of $381.5 million.

Our Class A common stock is traded on NASDAQ Global Select Market under the symbol “EQBK”. Our principal executive offices areoffice is located at 7701 East Kellogg Drive, Suite 300, Wichita, Kansas 67207, and our telephone number at that location is (316)612-6000. Our website is www.equitybank.com. References to our website are not intended to be active links and the information on such websites is not, and you mustmay not consider that information to be, a part of this prospectus.

RECENT DEVELOPMENTS

Community First Bancshares, Inc. Merger

On November 10, 2016, we completedAdditional information about us and our merger (the “Community Merger”) with Community First Bancshares, Inc. (“Community”), pursuant to the termssubsidiaries is included in documents incorporated by reference in this prospectus. See “Where You Can Find More Information” on page 2 of the Agreement and Plan of Reorganization, dated July 14, 2016, by and between Equity and Community (the “Community Agreement”). At the effective time of the Community Merger (the “Effective Time”), Community merged with and into Equity, with Equity surviving the Community Merger. Following the Effective Time, Community’s wholly owned bank subsidiary, Community First Bank, merged with and into Equity Bank, with Equity Bank surviving the merger. Pursuant to the Community Agreement, at the Effective Time each outstanding share of Community common stock was converted into the right to receive (i) 7.261 shares of our Class A Common Stock and (ii) $26.31 in cash.

Prairie State Bancshares, Inc. Merger

On October 20, 2016, we entered into an Agreement and Plan of Merger (the “Prairie Agreement”) by and among Equity, Prairie Merger Sub, Inc. (“Merger Sub”) and Prairie State Bancshares, Inc. (“Prairie”). The Prairie Agreement provides that, subject to the terms and conditions set forth in the Prairie Agreement, Merger Sub will merger with and into Prairie (the “Prairie Merger”), with Prairie continuing as the surviving corporation and a wholly owned subsidiary of Equity. Immediately following the Prairie Merger, we will cause Prairie to merge with and into Equity, with Equity surviving (the “Second Step Merger”). Following the Second Step Merger, or at such later time as we may determine, State Bank, the wholly owned bank subsidiary of Prairie, will merge with and into Equity Bank, with Equity Bank surviving.

Subject to the terms and conditions set forth in the Prairie Agreement, at the effective time of the Prairie Merger, each outstanding share of Prairie common stock will be converted into the right to receive, without interest (i) 6.41 shares of our Class A Common Stock and (ii) $163.84, in cash, subject to adjustment based upon Prairie’s consolidated capital, surplus and retained earnings accounts less all intangible assets, and adjusted to reflect certain merger costs and other specified items, calculated prior to the closing of the Prairie Merger as provided in the Prairie Agreement.

2016 Private Placement

On December 19, 2016, Equity and certain of the selling stockholders, who are funds affiliated with Patriot Financial Partners, L.P. and Endicott Management Company (the “PIPE Sellers”), severally and not jointly and severally, entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain

institutional and accredited investors (the “PIPE Investors”). Pursuant to the Securities Purchase Agreement, the PIPE Investors purchased an aggregate of 1,090,000 shares of Class A common stock (the “PIPE Shares”), at a purchase price of $32.50 per share which consisted of (i) 770,000 shares of Class A common stock issued by Equity and (ii) 320,000 shares of Class B common stock, which were converted into an equal number of shares of Class A common stock upon transfer to the PIPE Investors. The transactions contemplated by the Securities Purchase Agreement closed on December 20, 2016. The gross proceeds to Equity from the private placement (the “2016 Private Placement”) were approximately $25.0 million and were used by Equity to repay debt under its line of credit and to provide working capital for Equity’s growth strategies. Equity did not receive any of the proceeds from the sale of shares by the PIPE Sellers.

In connection with the Securities Purchase Agreement, Equity entered into a Registration Rights Agreement (the “2016 Registration Rights Agreement”) between Equity and each of the PIPE Investors. Under the 2016 Registration Rights Agreement, Equity agreed to use commercially reasonable efforts to file a registration statement with the SEC within 30 days after the effective date of the Securities Purchase Agreement covering the sale or distribution by the PIPE Investors, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the PIPE Shares, and to use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof.this prospectus.

RISK FACTORS

An investment in our securities involves certain risks. Before making an investment decision, you should carefully read and consider the risk factors set forth in our most recent Annual Report on Form10-K (our “LatestForm 10-K”) under the heading “Risk Factors” as well as any updated or additional disclosure about risk factors included in any of our Quarterly Reports onForm 10-Q, Current Reports onForm 8-K or other filings that we have made with the SEC since the date of the LatestForm 10-K that are incorporated by reference in this prospectus. We may also include updated or additional disclosure about risk factors in an applicable prospectus supplement under the heading “Risk Factors.” Additional risks and uncertainties of which we are not aware or that we believe are not material at the time could also materially and adversely affect our business, financial condition, results of operations or liquidity. In any case, the value of the securities offered by means of this prospectus and any applicable prospectus supplement could decline and you could lose all or parta portion of your investment.

Sales of large amounts of our Class A Common Stock, or the perception that sales could occur, may depress our stock price.

Even if our business is doing well, the market price of our Class A Common Stock could decline if our existing stockholders, including the Selling Stockholders, decide to sell their shares. As of January 13, 2017, the Selling Stockholders owned approximately 38.0% of our outstanding shares of capital stock and the shares offered hereby represent approximately 26.1% of our outstanding shares of Class A Common Stock that will be outstanding following the offering. The market price could decline significantly if the Selling Stockholders sell all of their shares in the future or other investors perceive sales to be imminent. Our stock price may suffer a significant decline if there were to be a sudden increase in the number of shares sold in the public market or market perception that the increased number of shares available for sale will exceed the demand for our Class A Common Stock.

USE OF PROCEEDS

We do not currently know the number or types of securities that ultimately will notbe sold pursuant to this prospectus or the prices at which such securities will be sold. Unless the applicable prospectus supplement states otherwise, we will use the net proceeds we receive any proceeds from the sale of the securities offered hereby for general corporate purposes, which may include, among other things: (i) investments in or advances to our subsidiaries; (ii) working capital; (iii) capital expenditures; (iv) stock repurchases; (v) debt repayment; or (vi) the financing of possible acquisitions.

The applicable prospectus supplement relating to a particular offering of securities by this prospectus. Allus will identify the particular use of proceeds for that offering. Until we use the net proceeds from an offering, we may place the sale ofnet proceeds in temporary investments or hold the Class A Common Stock pursuant to this prospectus will be fornet proceeds in deposit accounts at the account of the Selling Stockholders. See “Selling Stockholders.”

Bank.

SELLING STOCKHOLDERSDESCRIPTION OF SECURITIES WE MAY OFFER

Class A Common Stock

The following table sets forth, as of the date of thisThis prospectus the names of the Selling Stockholders under this prospectus, the total number of shares of Class A Common Stock beneficially owned by each Selling Stockholder as of January 13, 2017, the maximum number of shares of Class A Common Stock that each Selling Stockholder may sell using this prospectus and the total number and percentage of outstanding shares of Class A Common Stock that will be beneficially owned by each Selling Stockholder upon completion of the offering. The following table assumes the conversion of all shares of Class B Common Stock held by each Selling Stockholder holding shares of Class B Common Stock into shares of Class A Common Stock in connection with the transfer of such Class B Common Stock to a purchaser who is not affiliated with the Selling Stockholder. Each of the Selling Stockholders holding shares of Class B Common Stock has instructed our transfer agent to transfer all shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock prior to transferring any shares of Class A Common Stock owned by such Selling Stockholder. In addition, because the Selling Stockholders may sell all, some or none of their securities, the table assumes that each Selling Stockholder listed below is offering, and will sell, all of the Class A Common Stock, including the Class A Common Stock issuable upon the automatic conversion of an equal number of sharescontains summary descriptions of our Class B Common Stock currently held by certain Selling Stockholders,A common stock, preferred stock, debt securities, warrants, subscription rights, and units that we may offer and sell from time to which this prospectus relates.

We have prepared the table based on information given to us by,time. When one or on behalfmore of the Selling Stockholders on or before January 13, 2017. The Selling Stockholders identified below may have sold, transferred, or otherwise disposed of some or all of their shares since the date as of which the informationthese securities are offered in the following table is presented in transactions exempt from or not subject tofuture, a prospectus supplement will explain the registration requirementsparticular terms of the Securities Act and of which we are not aware. Because the Selling Stockholders may offer, pursuant to this prospectus, all or some portion of the Class A Common Stock listed below, no estimate can be given as to the amount of Class A Common Stock that will be held by each Selling Stockholder upon the consummation of any sales.

Name of Selling Stockholder Shares of Class
A Common
Stock
Beneficially
Owned Prior
to the Offering
  Number of
Shares of Class
A Common
Stock Offered
   Shares of Class
A Common
Stock
Beneficially
Owned After
the Offering(19)
  Percentage of
Class A
Common Stock
Beneficially
Owned After
the Offering(21)
 

Patriot Financial Partners, L.P.(1)

  719,434(16)   719,434     —  (20)   —    

Patriot Financial Partners Parallel, L.P.(1)

  124,280(17)   124,280     —  (20)   —    

Endicott Opportunity Partners III, L.P.(2)

  658,513(18)   658,513     —  (20)   —    

Compass Island Investment Opportunities Fund A, L.P.(3)

  130,000    130,000     —      —    

Compass Island Investment Opportunities Fund C, L.P.(3)

  325,000    325,000     —      —    

Forest Hill Strategic Value Fund, L.P.(4)

  100,000    100,000     —      —    

Banc Fund VII L.P.(5)

  91,877    23,077     68,800     

Banc Fund VIII L.P.(5)

  147,379    44,615     102,764     

Banc Fund IX L.P.(5)

  118,208    42,308     75,900     

EJF Financial Services Fund, LP(6)

  581,366    175,000     406,366    3.5

Malta Hedge Fund, L.P.(7)

  5,300    5,000     300     

Malta Hedge Fund II, L.P.(7)

  63,700    60,200     3,500     

Malta Offshore, Ltd.(7)

  28,700    27,100     1,600     

Malta Market Neutral Master Fund, Ltd.(7)

  13,200    12,400     800     

Malta MLC Fund, L.P.(7)

  23,100    21,700     1,400     

Malta MLC Offshore, Ltd.(7)

  2,800    2,600     200     

Malta Titan Fund, L.P.(7)

  38,200    36,000     2,200     

Iron Road Multi-Strategy Fund LP(8)

  15,000    15,000     —      —    

Mendon Capital QP LP(9)

  50,000    50,000     —      —    

Mendon Capital Master Fund Ltd.(10)

  100,000    100,000     —      —    

Name of Selling Stockholder Shares of Class
A Common
Stock
Beneficially
Owned Prior
to the Offering
   Number of
Shares of Class
A Common
Stock Offered
   Shares of Class
A Common
Stock
Beneficially
Owned After
the Offering(19)
   Percentage of
Class A
Common Stock
Beneficially
Owned After
the Offering(21)
 

Financial Opportunity Fund, LLC(11)

  331,084     62,540     268,544     2.3

FJ Fund SP(12)

  12,460     12,460     —       —    

Bridge Equities XI, LLC(13)

  75,000     75,000     —       —    

JHVIT Financial Industries Trust(14)

  18,866     9,592     9,274     *  

JH Financial Opportunities Fund(14)

  130,915     36,055     94,860     *  

JH Financial Industries Fund(14)

  95,020     44,140     50,880     *  

JH Regional Bank Fund(14)

  190,227     60,213     130,014     1.1

Endeavour Regional Bank Opportunities Fund II LP(15)

  247,613     75,000     172,613     1.5

*Indicates less than 1%
(1)Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (collectively, the “Patriot Funds”) are the holders of record of shares of Class A Common Stock and Class B Common Stock. The address for the Patriot Funds is 2929 Arch St., 27th Floor, Philadelphia, Pennsylvania 19104. Because (i) W. Kirk Wycoff, Ira M. Lubert and James J. Lynch serve as general partners of the Patriot Funds and Patriot Financial Partners, GP, L.P. (“Patriot GP”) and as members of Patriot Financial Partners, GP, LLC (“Patriot LLC”), (ii) Patriot LLC serves as general partner of Patriot GP and (iii) Patriot GP serves as general partner of the Patriot Funds, each of Messrs. Wycoff, Lubert and Lynch, Patriot LLC and Patriot GP may be deemed to have beneficial ownership of, and share voting and dispositive power over, securities held directly by the Patriot Funds. Michael B. High currently serves as the representative of the Patriot Funds on our board of directors.
(2)Endicott Opportunity Partners III, L.P. (“Endicott”) is the holder of record of shares of Class A Common Stock and Class B Common Stock. The address for Endicott is 570 Lexington Avenue, 37th Floor, New York, New York 10022. Endicott Management Company is the investment manager to Endicott, and consequently has the authority to vote and to dispose of the securities held by Endicott. W.R. Endicott III, L.L.C., is the general partner of Endicott and may be deemed to have beneficial ownership of, and share voting and dispositive power over, shares of securities held directly by Endicott. Robert I. Usdan and Wayne K. Goldstein are the Co-Presidents and sole stockholders of Endicott Management Company and the managing members of W.R. Endicott III, L.L.C. and may be deemed to have beneficial ownership of, and share voting and dispositive power over, securities held directly by Endicott. Wayne K. Goldstein, who previously served as the representative of Endicott on our board of directors and Equity Bank’s board of directors, resigned on November 14, 2016 in connection with the Community Merger. See “Recent Developments”.
(3)Compass Island Investment Opportunities Fund A, L.P. and Compass Island Investment Opportunities Fund C, L.P. (collectively, the “Compass Island Funds”) are the holders of record of shares of Class A Common Stock. The address for the Compass Island Funds is 712 Fifth Avenue, 12th Floor, New York, New York, 10019. Resource Financial Institutions Group, Inc. serves as the general partner of the Compass Island Funds and has the sole power to vote and dispose of the shares of stock held by the Compass Island Funds. Pursuant to a stock purchase agreement with the Compass Island Funds, the Compass Island Funds received the right to nominate one representative to our board of directors and Equity Bank’s board of directors. Under the stock purchase agreement, the Compass Island Funds also have certain board observation rights and information rights if they do not exercise their right to appoint a director. These rights terminate if the Compass Island Funds sell 75% or more of the securities acquired under the stock purchase agreement. David B. Moore, who previously served as the representative of the Compass Island Funds on our board of directors and Equity Bank’s board of directors, resigned on November 14, 2016 in connection with the Community Merger. See “Recent Developments”.
(4)Forest Hill Capital, LLC is the general partner of Forest Hill Strategic Value Fund, L.P. Mark Lee, as the principal of Forest Hill Capital, LLC, has voting and investment power over the shares held by Forest Hill Strategic Value Fund, L.P.
(5)Banc Fund VII L.P., Banc Fund VIII L.P. and Banc Fund IX L.P. (the “BF Partnerships”) are directly or indirectly controlled by The Banc Funds Company, L.L.C. Charles J. Moore, Member of The Banc Funds Company, L.L.C., has voting and investment power over all shares beneficially owned by the BF Partnerships.
(6)EJF Financial Services GP, LLC is the general partner of EJF Financial Services Fund, LP. EJF Capital LLC is the sole member of EJF Financial Services GP, LLC. Emanuel J. Friedman, the Chief Executive Officer of EJF Capital LLC, is deemed to have voting and investment power over the securities beneficially owned by EJF Financial Services Fund, LP.
(7)Maltese Capital Management LLC is the investment manager of each of Malta Hedge Fund, L.P., Malta Hedge Fund II, L.P., Malta Offshore, Ltd., Malta Market Neutral Master Fund, Ltd., Malta MLC Fund, L.P., Malta MLC Offshore, Ltd. and Malta Titan Fund, L.P. Terry Maltese is the managing member of Maltese Capital Management LLC. In such capacities, each of Maltese Capital Management LLC and Mr. Maltese may be deemed to have voting and dispositive power over the shares held by Malta Hedge Fund, L.P., Malta Hedge Fund II, L.P., Malta Offshore, Ltd., Malta Market Neutral Master Fund, Ltd., Malta MLC Fund, L.P., Malta MLC Offshore, Ltd. and Malta Titan Fund, L.P. Each of Maltese Capital Management LLC and Mr. Maltese disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
(8)RMB Capital Management LLC is the investment manager of Iron Road Multi-Strategy Fund LP. RMB Capital Holdings LLC (“RMB Holdings”) is the ultimate parent company of RMB Capital Management LLC. The managers of RMB Holdings are Richard M. Burridge, Jr., Frederick Paulman, Walter Clark and along with Christopher Graff, a member and the Director of Asset Management for RMB Holdings, are the natural persons with voting and dispositive power over the shares listed in the table as held by Iron Road Multi-Strategy Fund LP.
(9)RMB Capital Management LLC is the investment manager of Mendon Capital QP LP. RMB Holdings is the ultimate parent company of RMB Capital Management LLC. The managers of RMB Holdings are Richard M. Burridge, Jr., Frederick Paulman, Walter Clark and along with Christopher Graff, a member and the Director of Asset Management for RMB Holdings, are the natural persons with voting and dispositive power over the shares listed in the table as held by Mendon Capital QP LP.
(10)RMB Capital Management LLC is the sub-advisor of Mendon Capital Master Fund, Ltd. RMB Holdings is the ultimate parent company of RMB Capital Management LLC. The managers of RMB Holdings are Richard M. Burridge, Jr., Frederick Paulman, Walter Clark and along with Christopher Graff, a member and the Director of Asset Management for RMB Holdings, are the natural persons with voting and dispositive power over the shares listed in the table as held by Mendon Capital Master Fund, Ltd.
(11)FJ Capital Management LLC is the Managing Member of Financial Opportunity Fund LLC. Martin Friedman, as Managing Member of FJ Capital Management LLC, has voting and investment power over the shares beneficially owned by Financial Opportunity Fund LLC.
(12)FJ Capital Management LLC is the Sub-Adviser of FJ Fund SP. Martin Friedman, as Managing Member of FJ Capital Management LLC, has voting and investment power over the shares beneficially owned by FJ Fund SP.
(13)SunBridge Manager, LLC (“SunBridge Manager”) is the managing member of Bridge Equities, XI, LLC, and SunBridge Holdings, LLC (“SunBridge Holdings”) is the managing member of SunBridge Manager. Realty Investment Company, Inc. is the manager of SunBridge Holdings. Charles A. Ledsinger, Jr. has voting and investment power over the shares beneficially owned by Bridge Equities XI, LLC.
(14)Manulife Asset Management (US) LLC is the investment sub-adviser and agent for JHVIT Financial Industries Trust, JH Financial Opportunities Fund, JH Financial Industries Fund and JH Regional Bank Fund. Lisa Welch has voting power and dispositive power over the shares held by the JHVIT Financial Industries Trust, JH Financial Opportunities Fund, JH Financial Industries Fund and JH Regional Bank Fund.
(15)Endeavour Capital Management, L.L.C. is the general partner and Endeavour Capital Advisors Inc. is the investment advisor of Endeavor Regional Bank Opportunities Fund II LP. Laurence Austin and Mitchell Katz are the ultimate controlling persons of Endeavour Capital Management, L.L.C. and Endeavour Capital Advisors Inc. and as such are the natural persons having voting and dispositive power over the shares listed in the table as held by Endeavor Regional Bank Opportunities Fund II LP.
(16)Includes 316,961 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by Patriot Financial Partners, L.P.
(17)Includes 54,753 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by Patriot Financial Partners Parallel, L.P.
(18)Includes 186,513 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by Endicott.

(19)Assumes the sale of all shares of Class A Common Stock offered.
(20)Assumes the sale of all Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, each of the Selling Stockholders will own no shares of Class B Common Stock after the offering.
(21)Based on 11,680,308 shares of Equity Class A Common Stock expected to be outstanding after the offering, which consists of 11,122,081 shares of Class A Common Stock outstanding as of January 13, 2017, and assumes the sale of all 558,227 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock.

2015 Registration Rights Agreement

In connection with our initial public offering, we entered into an Amended and Restated Registration Rights Agreement (the “2015 Registration Rights Agreement”) with the Patriot Funds, Endicott, the Compass Island Funds, among other things, provide such parties with demand registration rights. The 2015 Registration Rights Agreement provides the Patriot Funds, Endicott and the Compass Island Funds with both demand registration rights and piggy-back registration rights. We are filing this registration statement pursuant to our obligations under the 2015 Registration Rights Agreement and the 2016 Registration Rights Agreement.

Demand Registration Rights. Under the 2015 Registration Rights Agreement, the Patriot Funds have the right to make two requests for the registration of all or a portion of its registrable shares for sale under the Securities Act, subject to the terms and conditions contained therein. Upon a request for registration by the Patriot Funds, the Compass Island Funds and Endicott may elect to participate in such registration. The 2015 Registration Rights Agreement generally requires the Compass Island Funds, Endicott and the Patriot Funds to enter into customary lock-up agreements with the managing underwriter(s) in any underwritten offering involving our securities. The Patriot Funds, Endicott and the Compass Island Funds have generally agreed to pay any fees, expenses, discounts and commissions, other than internal costs incurred by us, associated with any demand registrations in which they participate.

Piggy-Back Registration Rights. Subject to certain limitations, the 2015 Registration Rights Agreement requires that if we register any of our securities under the Securities Act, we must give notice to the entities with registration rights of our intention to effect such a registration and subject to certain limitations, must include in the registration statement all registrable securities of these entities for which we have received a written request for inclusion. In addition, if we are advised in writing in good faith by any managing underwriter of our securities being offered in a public offering that the amount to be sold by selling stockholders (other than Equity) is greater than the amount which can be offered without adversely affecting the offering, we may reduce the amount offered for the accounts of selling stockholders in accordance with the procedures of the 2015 Registration Rights Agreement. We have agreed to pay certain fees and expenses associated with these piggyback registrations, other than any underwriting discounts, commissions or fees attributable to the sale of such securities and the legal feesextent to which these general provisions may apply. These summary descriptions and expenses incurred by such entitiesany summary descriptions in connection therewith.

The foregoing summary is a general description only, doesthe applicable prospectus supplement do not purport to be complete descriptions of the terms and isconditions of each security and are qualified in itstheir entirety by reference to our Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”), our Amended and Restated Bylaws, as amended (“Bylaws”), the 2015 Registration Rights Agreement,Kansas General Corporation Code and any other documents referenced in such summary descriptions and from which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed withsuch summary descriptions are derived. If any particular terms of a security described in the SEC on November 19, 2015, and incorporated herein by reference.

2016 Registration Rights Agreement

In connection with the 2016 Private Placement, we entered into the 2016 Registration Rights Agreement. Under the 2016 Registration Rights Agreement, we agreed, among other things, to use commercially reasonable efforts to file a registration statement with the SEC within 30 days after the effective dateapplicable prospectus supplement differ from any of the Securities Purchase Agreement coveringterms described in this prospectus, then the sale or distributionterms described in this prospectus will be deemed superseded by the PIPE Investors,terms set forth in that prospectus supplement.

We may issue securities in book-entry form through one or more depositaries, such as The Depository Trust Company, Euroclear or Clearstream, named in the applicable prospectus supplement. Each sale of a security in book-entry form will settle in immediately available funds through the applicable depositary, unless otherwise stated. We will issue the securities in registered form, without coupons, although we may issue the securities in bearer form if so specified in the applicable prospectus supplement. If any securities are to be listed or quoted on a delayedsecurities exchange or continuous basis pursuant to Rule 415 ofquotation system, the Securities Act of all of the PIPE Shares, and to use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof.

We are filing this registration statement pursuant to our obligations to the Selling Stockholders under the 2015 Registration Rights Agreement and the 2016 Registration Rights Agreement, as applicable.

The foregoing summary is a general description only, does not purport to be complete and is qualified in its entirety by reference to the 2016 Registration Rights Agreement, which is filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on December 22, 2016, and incorporated herein by reference.applicable prospectus supplement will say so.

DESCRIPTION OF CAPITAL STOCK

Please note that, with respect to any of our shares held in book-entry form through The Depository Trust Company or any other share depositary, the depositary or its nominee will be the sole registered and legal owner of those shares, and references in this prospectus to any “stockholder” or “holder” of those shares means only the depositary or its nominee. Persons who hold beneficial interests in our shares through a depositary will not be registered or legal owners of those shares and will not be recognized as such for any purpose. For example, only the depositary or its nominee will be entitled to vote the shares held through it, and any dividends or other distributions to be paid, and any notices to be given, in respect of those shares will be paid or given only to the depositary or its nominee. Owners of beneficial interests in those shares will have to look solely to the depositary with respect to any benefits of share ownership, and any rights they may have with respect to those shares will be governed by the rules of the depositary, which are subject to change from time to time. We have no responsibility for those rules or their application to any interests held through the depositary.

The following discussion summarizes some of the important rights of our stockholders. This discussion does not purport to be a complete description of these rights and may not contain all of the information regarding our capital stock that is important to you. These rights can be determined in full only by reference to federal and state banking laws and regulations, the Kansas General Corporation Code, applicable law and our Articles of Incorporation as amended (our “Articles of Incorporation”), and Bylaws, as amended (our “Bylaws”), copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part, and applicable law.part.

General

Our authorized capital stock consists of 50,000,000 shares of common stock, par value of $0.01 per share, of which 45,000,000 are designated as Class A Common Stockcommon stock and 5,000,000 are designated as Class B Common Stock,common stock, and 10,000,000 shares of preferred stock. As of January 13, 2017, no shares of preferred stock were outstanding.

As of January 13, 2017,March 31, 2018, there were 11,122,08114,609,414 shares of Class A Common Stockcommon stock issued and outstanding and 558,227no shares of Class B Common Stockcommon stock issued and outstanding. All issued and outstanding shares at that date were fully paid and nonassessable. Also, asAs of January 13, 2017,March 31, 2018, 82,775 restricted stock units and 641,186 stock options to purchase an aggregate of 590,835 shares of our Class A Commoncommon stock were outstanding under our Amended and Restated 2013 Stock held byIncentive Plan. In addition, there were 150,000 stock options to purchase shares of our employees, officers and directorscommon stock outstanding under our 2006 Non-Qualified Stock Option PlanPlan. As of March 31, 2018, no shares of preferred stock were issued and our 2013 Stock Incentive Plan were outstanding.

Class A Common Stock

We may issue, either separately or together with other securities, shares of our Class A common stock. Upon our receipt of the full specified purchase price, the Class A common stock issued will be fully paid and nonassessable. A prospectus supplement relating to an offering of our Class A common stock, or other securities convertible or exchangeable for, or exercisable into, Class A common stock, will describe the relevant offering terms, including the number of shares offered, the initial offering price, and market price and dividend information, as well as, if applicable, information on other related securities.

Each holder of Class A common stock is entitled to the following rights:

Voting Rights. Each holder of our Class A Common Stockcommon stock is entitled to one vote for each share of Class A Common Stockcommon stock held on all matters to be voted on by our stockholders. Holders of our Class A Common Stockcommon stock elect our board of directors and act on other matters as are required to be presented to them under Kansas law or as are otherwise presented to them by theour board of directors. Each holderHolders of Class A Common Stock is entitled to one vote per share and doescommon stock do not have any right to cumulate votes in the election of our board of directors. If we issue preferred stock, holders of our preferred stock may also possess voting rights. When a quorum is present at any meeting, the vote of the holders of a majority of our Class A Common Stockcommon stock present in person or by proxy will decide any matter before such meeting, unless the matter is one requiring a different vote by applicable law or our Articles of Incorporation.

DividendsDividend Rights. To the extent permitted under the Kansas General Corporation Code and subject to the rights of holders of any outstanding shares of our preferred stock, holders of our Class A Common Stockcommon stock are entitled to participate ratably on a per share basis with holders of our Class B Common Stockcommon stock in the payment of dividends, when, as and if declared thereon by our board of directors. If we issue preferred stock, the holders of the preferred stock may have a priority over the holders of our common stock with respect to dividends.

Liquidation Rights.Subject to the provisions of any outstanding series of preferred stock and after payment of all of our debts and other liabilities, the holders of our Class A Common Stockcommon stock are entitled to participate ratably on a per share basis in all distributions to the holders of our common stock in any liquidation, dissolution or winding up of Equity.the Bank.

Preemptive Rights; Other.Holders of our Class A Common Stockcommon stock are not entitled to preemptive rights with respect to any shares that may be issued. The Class A Common Stockcommon stock is not entitled to the benefits of any redemption or sinking fund provision.

Class B CommonPreferred Stock

Voting Rights.The holdersfollowing summary contains a description of Class B Common Stock have no voting rights except as may be provided for under Kansas law.

Dividends.To the extent permitted under the Kansas General Corporation Code and subject to the rights of holders of any outstanding sharesgeneral terms of our preferred stock holdersthat we may issue. The specific terms of our Class B Common Stock are entitled to participate ratably on a per share basis with holdersany series of our Class A Common Stockpreferred stock will be described in the paymentprospectus supplement relating to that series of dividends, when, as and if declared thereon by our boardpreferred stock. The terms of directors. If we issueany series of preferred stock may differ from the holdersterms described below. Certain provisions of the preferred stock may have a priority over the holdersdescribed below and in any prospectus supplement are not complete. You should refer to our Articles of our common stockIncorporation with respect to dividends.

Liquidation Rights.Subject to the provisionsestablishment of any outstandinga series of preferred stock and after payment of all of our debts and other liabilities,which will be filed with the holders of our Class B Common Stock are entitled to participate ratably on a per share basis in all distributions to the holders of our common stock in any liquidation, dissolution or winding up of Equity.

Conversion. The stock purchase agreements pursuant to which the holders of Class B Common Stock purchased such shares generally provide the holders of Class B Common Stock with a contractual right to exchange shares of Class B Common Stock for shares of Class A Common Stock, at the election of the transferee,SEC in connection with a transfer bythe offering of such holderseries of Class B Common Stock to an unaffiliated party in the following limited circumstances: (i) a transfer to Equity or Equity Bank; (ii) a widespread public distribution; (iii) a transaction in which no transferee (or group of associated transferees) receives two percent or more of any class of voting securities of Equity; or (iv) to a transferee that would control more than fifty percent of the voting securities of Equity without any transfer from such holder of Class B Common Stock, in each case subject to the terms of the stock purchase agreement. The right to exchange Class B Common Stock for Class A Common Stock under the respective stock purchase agreements generally survives indefinitely. The holders of Class B Common Stock are also generally restricted from transferring their Class B Common Stock except in a transaction in which the holder would be eligible to exchange Class B Common Stock for Class A Common Stock or to an affiliate of the holder.

Preemptive Rights; Other.Holders of our Class B Common Stock are not entitled to preemptive rights with respect to any shares that may be issued. The Class B Common Stock is not entitled to the benefits of any redemption or sinking fund provision.

Preferred Stockpreferred stock.

Upon authorization of our board of directors, we may issue shares of one or more series of our preferred stock from time to time. Our board of directors may, without any action by holders of our common stock and subject to the provisions of any outstanding series of preferred stock, adopt resolutions to designate and establish a new series of preferred stock. Upon establishing such a series of preferred stock, theour board of directors will determine the number of shares of preferred stock of that series that may be issued and the rights and preferences of that series of preferred stock.

The rights of any series of preferred stock may include, among others, any:

 

general or special voting rights;

 

preferential liquidation or preemptive rights;

 

preferential cumulative or noncumulative dividend rights;

 

redemption or put rights; and

 

conversion or exchange rights.rights; and

We may issue shares

any additional dividend, liquidation, redemption or sinking fund provisions and other rights, preferences, privileges, limitations and restrictions of or rights to purchase shares of, one or more series of oursuch preferred stock.

When issued, the preferred stock that have been or maywill be designated from timefully paid and nonassessable. Unless otherwise specified in the prospectus supplement relating to time, the terms of which might:

adversely affect voting or other rights evidenced by, or amounts otherwise payable with respect to, our common stock or othera series of preferred stock;

discourage an unsolicited proposalstock, in the event of a liquidation, each series of preferred stock will rank on a parity as to acquire us; or

facilitate adividends and distributions with any other preferred stock we may have outstanding. You should read the prospectus supplement relating to the particular business combination involving us.

series of the preferred stock being offered for specific terms. Any of these actions could have an anti-takeover effect and discourage a transaction that some or a majority of our stockholders might believe to be in their best interests or in which our stockholders might receive a premium for their stock over our then market price.

Voting Rights. Unless otherwise described in the applicable prospectus supplement, holders of the preferred stock will have no voting rights except as may otherwise be required by Kansas law or in our Articles of Incorporation.

Dividend Rights. Holders of the preferred stock of each series will be entitled to receive, when, as and if declared by our board of directors, cash dividends at such rates and on such dates described, if any, in the applicable prospectus supplement. Different series of preferred stock may be entitled to dividends at different rates or based on different methods of calculation. The dividend rate may be fixed or variable or both. Dividends will be payable to the holders of record as they appear on our stock books on record dates fixed by our board of directors, as specified in the applicable prospectus supplement.

Dividends on any series of the preferred stock may be cumulative or noncumulative, as described in the applicable prospectus supplement. If our board of directors does not declare a dividend payable on a dividend payment date on any series of noncumulative preferred stock, then the holders of that noncumulative preferred stock will have no right to receive a dividend for that dividend payment date, and we will have no obligation to pay the dividend accrued for that period, whether or not dividends on that series are declared payable on any future dividend payment dates.

If dividends are paid to holders of the preferred stock, the preferred stock will share dividends pro rata with the parity securities. Any dividends that are not paid with respect to a dividend period will not cumulate but will be waived and not payable by us.

Rights Upon Liquidation. Unless otherwise set forth in the applicable prospectus supplement, in the event of any voluntary or involuntary liquidation, dissolution or winding up of our business, the holders of each series of preferred stock will be entitled to receive, before any payment or distribution of assets is made to holders of junior securities, liquidating distributions in the amount described in the applicable prospectus supplement relating to that series of the preferred stock, plus an amount equal to accrued and unpaid dividends and, if the series of the preferred stock is cumulative, for all dividend periods prior to that point in time. In addition, if the amounts payable with respect to the preferred stock of any series and any other parity securities are not paid in full, the holders of the preferred stock of that series and of the parity securities will share proportionately in the distribution of our assets in proportion to the full liquidation preferences to which they are entitled. After the holders of preferred stock and the parity securities are paid in full, they will have no right or claim to any of our remaining assets.

Redemption. We may provide that a series of the preferred stock may be redeemable, in whole or in part, at our option or at the option of the holder of the preferred stock. In addition, a series of preferred stock may be subject to mandatory redemption provisions pursuant to a sinking fund or otherwise. The redemption provisions that may apply to a series of preferred stock, including the redemption dates and the redemption prices for that series, will be described in the prospectus supplement. The applicable prospectus supplement will state the terms, if any, regarding partial redemption, future payment of dividends, termination rights, treatment in the event of arrears and our ability to acquire any shares.

Conversion or Exchange Rights. The prospectus supplement relating to a series of preferred stock will state the terms, if any, on which shares of that series are convertible or exchangeable into shares of our common stock, debt securities or another series of our preferred stock. These provisions may allow or require the number of shares of our common stock or other securities to be received by holders of shares of preferred stock to be adjusted upon the occurrence of events described in the applicable prospectus supplement, including: the issuance of a stock dividend to common stockholders or a combination, subdivision or reclassification of common stock; the issuance of rights, warrants or options to all common and/or preferred stockholders entitling them to purchase common stock for an aggregate purchase price per share less than the current market price per share of common stock; and any other events described in the prospectus supplement. Unless the prospectus supplement relating to a series of preferred stock so provides, our preferred stock will have no preemptive rights.

Any of these actions could have an anti-takeover effect and discourage a transaction that some or a majority of our stockholders might believe to be in their best interests or in which our stockholders might receive a premium for their stock over our then-existing market price.

Anti-Takeover Effects of Certain Provisions of Kansas Law and our Articles of Incorporation and Bylaws

Kansas law and certain provisions of our Articles of Incorporation and Bylaws may be deemed to have anti-takeover effects and may delay, prevent, discourage or make more difficult unsolicited tender offers or takeover attempts that a stockholder may consider to be in the stockholder’s best interest, including those attempts that might result in a premium over the market price for the shares of our common stock held by stockholders. These provisions, which are summarized below, are intended to encourage persons seeking to acquire control of us to first negotiate with our board of directors. These provisions may also have the effect of making it more difficult for third parties to cause the replacement of our current management. We believe that these provisions are beneficial because the negotiation they encourage could result in improved terms of any unsolicited proposal. These provisions include:

 

No stockholder action by written consent. Our Articles of Incorporation and Bylaws provide that stockholder action can be taken only at an annual meeting or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting.
No stockholder action by written consent.Our Articles of Incorporation and Bylaws provide that stockholder action can be taken only at an annual meeting or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting.

 

  Authorized but unissued capital stock. We have authorized but unissued shares of preferred stock and common stock and, subject to the provisions of any outstanding series of preferred stock, our board of directors may authorize the issuance of one or more series of preferred stock without stockholder approval. These shares could be used by our board of directors to make it more difficult or to discourage an attempt to obtain control of us through a merger, tender offer, proxy contest or otherwise.

 

  Classified board of directors. Our Articles of Incorporation divide our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered three yearthree-year terms. In addition, our Articles of Incorporation also provide for noncumulative voting with respect to the election forof our directors. These provisions may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of our directors.

 

  Business combinations with certain personsControl share acquisition statute. We are subject to Section 17-12,101 of the Kansas General Corporation Code, which provides that, subject to certain exceptions, a Kansas corporation such as us may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, who is an “interested stockholder” (generally defined as the holder of 15% or more of the corporation’s outstanding voting stock) for a period of three years following the date such person became an interested stockholder, unless (1) prior to such date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or (3) on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders (and not by written consent) by the affirmative vote of at least 66  23% of the outstanding voting stock which is not owned by the interested stockholder. This law may have the effect of prohibiting a business combination involving us, even if such event would be beneficial to our stockholders.

Sections17-1286Control share acquisition statute. We are also subject to Sections 17-1286 et seq. of the Kansas General Corporation Code, which provides that, subject to certain exceptions, any person or group must obtain stockholder approval before acquiring any shares of stock of a Kansas corporation such as us if, after the acquisition, that person would trigger a specified level of voting power, beginning at 20%, as set forth in the

statute. If the acquiring person fails to obtain such stockholder approval, the acquired shares lose their voting rights. These voting rights may be retained or restored only if the statutory disclosure requirements are metsatisfied and upon the approval by both a majority of the outstanding voting stock and a majority of the outstanding voting stock excluding “interested shares” (generally defined as all shares owned by the acquiring person or group, the corporation’s directors who are also its employees, and the corporation’s officers).

 

  Board vacancies. Subject to the limitations set forth in our Articles of Incorporation and the provisions of any outstanding series of preferred stock, our Articles of Incorporation and Bylaws enable our board of directors to increase the number of persons serving as directors and to fill the vacancies created as a result of the increase by a majority vote of the directors then in office.

 

  Bylaw amendments. Subject to the power of our stockholders to make, amend, alter or repeal certain bylaws, our Articles of Incorporation allow our board of directors to make, amend, alter or repeal our bylaws.Bylaws.

 

  Charter amendments. Our Articles of Incorporation provide that the affirmative vote of the holders of at least 66  23% of the voting power of all of the shares of our outstanding voting stock is required to amend, or repeal or adopt any provisions inconsistent with certain provisions of our Articles of Incorporation.

 

  

Advance notice requirements. Our Articles of Incorporation establish advance notice procedures with regard to stockholder proposals to nominate directors or bring business at annual meetings of our

stockholders. Generally, these procedures provide that notice of a stockholder proposal or director nomination must be received by our secretary no less than 120 days prior to the day corresponding to the date on which we released our proxy statement in connection with the previous year’s annual meeting. The notice must also meet certain form and content requirements specified in our Articles of Incorporation. These requirements and procedures may preclude stockholders from nominating directors or bringing business at annual meetings.

 

  Removal of directors. Subject to the provisions of any outstanding series of preferred stock, our directors may only be removed from officeoffice: (i) by the affirmative vote of the holders of outstanding shares representing at least 66  23%2/3% of the voting power of all shares of our capital stock entitled to vote in the election of directors,directors; or (ii) to the extent permitted by law, by the affirmative vote of a majority of our entire board of directors for “cause.”

 

  Limitation on right to call a special meeting of stockholders. Our Articles of Incorporation provide that a special meeting of stockholders may be called only by our president, our board of directors or upon the written request of the holders of not less than 20% of all of the outstanding shares of our capital stock entitled to vote at such special meeting.

Limitation on Liability and Indemnification Matters

As permitted bySection 17-6002(b)(8) of the Kansas General Corporation Code, our Articles of Incorporation eliminate a director’s liability to us and our stockholders for monetary damages for breach of a fiduciary duty as a director, except for (a)(i) any breach of the director’s duty of loyalty to us or our stockholders, (b)(ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c)(iii) certain transactions underSection 17-6424 of the Kansas General Corporation Code (relating to liability for unauthorized acquisitions or redemptions of, or payment of dividends on, capital stock), or (d)(iv) for any transaction from which the director derived an improper personal benefit.

Our Articles of Incorporation and Bylaws also provide that we will indemnify each of our officers and directors to the fullest extent permitted by Kansas law and that any modification or repeal of our Articles of Incorporation or Bylaws will not adversely affect this indemnification right of our officers and directors with respect to any act or omission occurring prior to such modification or repeal. Our Bylaws further provide that any expenses (including attorneys’ fees) actually and reasonably incurred by our officers and directors in connection with their defense of any indemnifiable proceeding or the enforcement of their indemnification rights will be paid by us in advance of the disposition of such action upon receipt of an undertaking by or on behalf of the officer or director to repay such amount if it is ultimately determined that they were not entitled to be indemnified.

Our Bylaws also provide that the indemnification rights set forth in the Bylaws are not exclusive of other indemnification rights to which an indemnified party may be entitled under any statute, provision in our Articles of

Incorporation or Bylaws, agreement, vote of stockholders or disinterested directors, policy of insurance or otherwise. In this regard, we have entered, or will enter, into indemnification agreements with each of our current and future directors and officers that will provide these individuals with a contractual right to indemnification from us to the fullest extent permitted under Kansas law against any liability that may arise by reason of their service to us, and to the advancement of expenses incurred as a result of any proceeding against them as to which they could be indemnified. Our Bylaws further authorize us to purchase and maintain insurance on behalf of our officers and directors and we have obtained insurance to cover such individuals for certain liabilities. We believe that the limitation of liability provisions in our Articles of Incorporation and Bylaws, the indemnification agreements and the insurance policy will facilitate our ability to continue to attract and retain qualified individuals to serve as our officers and directors.

Listing and Trading

Our Class A Common Stockcommon stock is listed on the NASDAQ Global Select Market under the symbol “EQBK.”“EQBK”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Continental Stock Transfer and Trust Company.

PLANDESCRIPTION OF DISTRIBUTIONDEBT SECURITIES

We may issue senior debt securities or subordinated debt securities. Senior debt securities will be issued under an indenture, referred to as the “senior indenture,” between us and a senior indenture trustee to be named in the applicable prospectus supplement. Subordinated debt securities will be issued under a separate indenture, referred to as the “subordinated indenture,” between us and a subordinated indenture trustee to be named in the applicable prospectus supplement. The senior indenture and the subordinated indenture are registering the securities covered bysometimes collectively referred to in this prospectus as the “indentures.” The indentures will be subject to permit the resale of such securitiesand governed by the holders thereof from time to time after the dateTrust Indenture Act of this prospectus. We will not receive any1939, as amended (the “Trust Indenture Act”). A copy of the proceeds from the sale by the Selling Stockholdersform of the securities covered by this prospectus. We will pay the pro rata fees and expenses incurred by us incidenteach of these indentures is included as an exhibit to the registration of the 1,090,000 shares, including SEC registration fees and any listing fees, that are attributable to the Selling Stockholders that are parties to the 2016 Registration Rights Agreement. The Selling Stockholders that are parties to the 2015 Registration Rights Agreement will pay their respective pro rata fees and expenses incurred by us, other than internal costs, incident to the registration of the 1,957,227 shares attributable to such Selling Stockholders, including reimbursement of fees of our counsel and accountants, SEC registration fees and any listing fees. However, we will not pay any underwriting or other discounts or commissions in any offering of the shares of common stock by any of the Selling Stockholders.

The Selling Stockholders may sell all or a portion of the securities covered by this prospectus beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the securities covered by this prospectus are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The securities covered by this prospectus may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The Selling Stockholders may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;part.

The following briefly describes the general terms and provisions of the debt securities which may be offered by us and the indentures governing them. The particular terms of the debt securities offered, and the extent, if any, to which these general provisions may apply to the debt securities so offered, will be described in more detail in the applicable prospectus supplement relating to those securities. The following descriptions of the indentures are not complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the respective indentures.

General

The indentures permit us to issue the debt securities from time to time, without limitation as to aggregate principal amount, and in one or more series. The indentures also do not limit or otherwise restrict the amount of other indebtedness which we may incur or other securities which we or our subsidiaries may issue, including indebtedness which may rank senior to the debt securities. Nothing in the subordinated indenture prohibits the issuance of securities representing subordinated indebtedness that is senior or junior to the subordinated debt securities.

Unless we give you different information in the prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior debt, as described under “—Subordination” of this prospectus and in the applicable prospectus supplement.

We may issue debt securities if the conditions contained in the applicable indenture are satisfied. These conditions include the adoption of resolutions by our board of directors that establish the terms of the debt securities being issued. Any resolution approving the issuance of any issue of debt securities will include the terms of that issue of debt securities, which may include:

the title and series designation;

 

broker-dealersthe aggregate principal amount and the limit, if any, on the aggregate principal amount or initial issue price of the debt securities which may agreebe issued under the applicable indenture;

the principal amount payable, whether at maturity or upon earlier acceleration;

whether the principal amount payable will be determined with reference to an index, formula or other method which may be based on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices;

whether the debt securities will be issued as original issue discount securities;

the date or dates on which the principal of the debt securities is payable;

any fixed or variable interest rate or rates per annum or the method or formula for determining an interest rate;

the date from which any interest will accrue;

any interest payment dates;

whether the debt securities are senior or subordinated, and if subordinated, the terms of the subordination;

the price or prices at which the debt securities will be issued, which may be expressed as a percentage of the aggregate principal amount of those debt securities;

the stated maturity date;

whether the debt securities are to be issued in global form;

any sinking fund requirements;

any provisions for redemption, the redemption price and any remarketing arrangements;

the denominations of the securities or series of securities;

whether the debt securities are denominated or payable in United States dollars or a foreign currency or units of two or more foreign currencies;

any restrictions on the offer, sale and delivery of the debt securities;

the place or places where payments or deliveries on the debt securities will be made and may be presented for registration of transfer or exchange;

whether any of the debt securities will be subject to defeasance in advance of the date for redemption or the stated maturity date;

the terms, if any, upon which the debt securities are convertible into other securities of ours or another issuer and the terms and conditions upon which any conversion will be effected, including the initial conversion price or rate, the conversion period and any other provisions in addition to or instead of those described in this prospectus;

a description of any documents or certificates that must be received prior to the issuance of any definitive securities;

whether and under what circumstances additional amounts will be paid tonon-U.S. citizens in connection with any tax, assessment or governmental charge and whether securities may be redeemed in lieu of paying such additional fees;

the identity of each security registrar or paying agent (if other than the trustee);

any provisions granting special rights to securities holders upon the occurrence of specified events;

any deletions from, modifications of, or additions to any default events or covenants set forth in the form of indenture;

the portion of the principal amount payable upon the declaration of acceleration of the maturity of any securities;

the date any bearer securities of or within the series and any temporary global security representing outstanding securities shall be dated, if other than date of original issuance; and

any other terms of the debt securities which are not inconsistent with the Selling Stockholders provisions of the applicable indenture.

The debt securities may be issued as “original issue discount securities” which bear no interest or interest at a rate which at the time of issuance is below market rates and which will be sold at a substantial discount below their principal amount. If the maturity of any original issue discount security is accelerated, the amount payable

to sellthe holder of the security will be determined by the applicable prospectus supplement, the terms of the security and the relevant indenture, but may be an amount less than the amount payable at the maturity of the principal of that original issue discount security. Special federal income tax and other considerations relating to original issue discount securities will be described in the applicable prospectus supplement.

Under the indentures, the terms of the debt securities of any series may differ and we may, without the consent of the holders of the debt securities of any series, reopen a previous series of debt securities and issue additional debt securities of that series or establish additional terms of that series.

Please see the prospectus supplement or pricing supplement you have received or will receive for the terms of the specific debt securities we are offering.

You should be aware that special United States Federal income tax, accounting and other considerations may apply to the debt securities. The prospectus supplement relating to an issue of debt securities will describe these considerations.

Ranking of Debt Securities; Holding Company Structure

Senior Debt Securities. Payment of the principal of, premium, if any, and interest on senior debt securities will rank on a parity with all of our other unsecured and unsubordinated debt.

Subordinated Debt Securities. Payment of the principal of, premium, if any, and interest on subordinated debt securities will be junior in right of payment to the prior payment in full of all of our senior debt, including senior debt securities. We will state in the applicable prospectus supplement relating to any subordinated debt securities the subordination terms of the securities as well as the aggregate amount of outstanding debt, as of the most recent practicable date, that by its terms would be senior to those subordinated debt securities. We will also state in that prospectus supplement limitations, if any, on the issuance of additional senior debt.

Holding Company Structure. The debt securities will be our exclusive obligations. We are a holding company and substantially all of our consolidated assets are held by our subsidiaries. Accordingly, our cash flows and our ability to service our debt, including the debt securities, are dependent upon the results of operations of our subsidiaries and the distribution of funds by our subsidiaries to us. Various statutory and regulatory restrictions, however, limit directly or indirectly the amount of dividends our subsidiaries can pay, and also restrict certain subsidiaries from making investments in or loans to us.

Because we are a holding company, the debt securities will be effectively subordinated to all existing and future liabilities, including indebtedness, customer deposits, trade payables, guarantees and lease obligations, of our subsidiaries. Therefore, our rights and the rights of our creditors, including the holders of the debt securities, to participate in the assets of any subsidiary upon that subsidiary’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors and, if applicable, its depositors, except to the extent that we may ourselves be a creditor with recognized claims against the subsidiary, in which case our claims would still be effectively subordinate to any security interest in, or mortgages or other liens on, the assets of the subsidiary and would be subordinate to any indebtedness of the subsidiary senior to that held by us. If a receiver or conservator were appointed for the Bank, the Federal Deposit Insurance Act recognizes a priority in favor of the holders of withdrawable deposits (including the FDIC as subrogee or transferee) over general creditors. Claims for customer deposits would have a priority over any claims that we may ourselves have as a creditor of the Bank. Unless otherwise specified in the applicable prospectus supplement, the indentures will not limit the amount of indebtedness or other liabilities that we and our subsidiaries may incur.

Registration and Transfer

Holders may present debt securities in registered form for transfer or exchange for other debt securities of the same series at the offices of the applicable indenture trustee according to the terms of the applicable indenture and the debt securities.

Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be issued in fully registered form, and in denominations of $1,000 and any integral multiple thereof.

No service charge will be required for any transfer or exchange of the debt securities but we generally may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with any transfer or exchange.

Payment and Place of Payment

We will pay or deliver principal and any premium and interest in the manner, at the places and subject to the restrictions set forth in the applicable indenture, the debt securities and the applicable prospectus supplement. However, at our option, we may pay any interest by check mailed or wire transfer to the holders of registered debt securities.

Global Securities

Each indenture provides that we may issue debt securities in global form. If any series of debt securities is issued in global form, the prospectus supplement will describe any circumstances under which beneficial owners of interests in any of those global debt securities may exchange their interests for debt securities of that series and of like tenor and principal amount in any authorized form and denomination. See “Description of Global Securities” on page 33 of this prospectus.

Redemption and Repurchase

The debt securities of any series may be redeemable at our option, may be subject to mandatory redemption pursuant to a sinking fund or otherwise, or may be subject to repurchase by us at the option of the holders, in each case upon the terms, at the times and at the prices set forth in the applicable prospectus supplement and pricing supplement, if any.

Conversion or Exchange Rights

If debt securities may be convertible into or exchangeable for shares of our equity securities or other securities, the terms and conditions of conversion or exchange will be stated in the applicable prospectus supplement. The terms will include, among others, the following:

the conversion or exchange price;

the conversion or exchange period;

provisions regarding the convertibility or exchangeability of the debt securities, including who may convert or exchange;

events requiring adjustment to the conversion or exchange price;

provisions affecting conversion or exchange in the event of our redemption of the debt securities; and

any anti-dilution provisions, if applicable.

Absence of Limitation on Indebtedness and Liens; Absence of Event Risk Protection

Unless otherwise stated in the prospectus supplement relating to a series of debt securities, the indentures will not limit the amount of indebtedness, guarantees or other liabilities that we and our subsidiaries may incur and will not prohibit us or our subsidiaries from creating or assuming liens on our properties, including the capital stock of our subsidiaries. Unless otherwise provided in the related prospectus supplement, the indentures will not require us to maintain any financial ratios or specified levels of net worth, revenues, income, cash flow

or liquidity, and will not contain provisions which would give holders of the debt securities the right to require us to repurchase their debt securities in the event we undergo a takeover, recapitalization or similar restructuring or change in control.

Events of Default

Unless otherwise indicated in the applicable prospectus supplement, the following are events of default under the senior indenture with respect to the senior debt securities and under the subordinated indenture with respect to the subordinated debt securities:

default in the payment of any principal or premium or make-whole amount, if any, on the debt securities when due;

default in the payment of any interest or additional amounts on the debt securities, or of any coupon pertaining thereto, when due, which continues for 30 days;

default in the deposit of any sinking fund payment on the debt securities when due;

default in the performance or breach of any other obligation contained in the applicable indenture for the benefit of that series of debt securities (other than defaults or breaches otherwise specifically addressed), which continues for 90 days after written notice of the default or breach;

specified events in bankruptcy or insolvency; and

any other event of default provided with respect to the debt securities of any series.

Unless otherwise indicated in the applicable prospectus supplement, if an event of default occurs and is continuing for any series of senior debt securities, unless the principal amount of all senior debt securities of that particular series has already become due and payable, the indenture trustee or the holders of not less than 25% in aggregate principal amount or, under certain circumstances, issue price of the outstanding senior debt securities of that series may declare all amounts, or any lesser amount provided for in the senior debt securities of that series, to be immediately due and payable.

Unless otherwise indicated in the applicable prospectus supplement, if an event of default described under the fifth bullet point above shall have occurred and be continuing, unless the principal amount of all the subordinated debt securities of a particular series has already become due and payable, the indenture trustee or the holders of not less than 25% in aggregate principal amount or, under certain circumstances, issue price of the subordinated debt securities of that series may declare all amounts or any lesser amount provided for in the subordinated debt securities of that series to be immediately due and payable.

At any time after the applicable indenture trustee or the holders have accelerated a series of debt securities, but before the applicable indenture trustee has obtained a judgment or decree for payment of money due, the holders of a majority in aggregate principal amount of outstanding debt securities of that series may rescind and annul that acceleration and its consequences, provided that all payments and/or deliveries due, other than those due as a result of acceleration, have been made and all events of default have been remedied or waived.

The holders of a majority in principal amount or aggregate issue price of the outstanding debt securities of any series may waive any default with respect to that series, except a default:

in the payment of any amounts due and payable or deliverable under the debt securities of that series; or

in an obligation contained in, or a provision of, an indenture which cannot be modified under the terms of that indenture without the consent of each holder of each series of debt securities affected.

The holders of a majority in principal amount of the outstanding debt securities of a series may direct the time, method and place of conducting any proceeding for any remedy available to the applicable indenture

trustee or exercising any trust or power conferred on the indenture trustee with respect to debt securities of that series, provided that any direction is not in conflict with any rule of law or the applicable indenture and the trustee may take other actions, other than those that might lead to personal liability, not inconsistent with the direction. Subject to the provisions of the applicable indenture relating to the duties of the indenture trustee, before proceeding to exercise any right or power under the indenture at the direction of the holders, the indenture trustee is entitled to receive from those holders security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which it might incur in complying with any direction.

A holder of any debt security of any series will have the right to institute a proceeding with respect to the applicable indenture or for any remedy under the indenture, if:

that holder previously gives to the indenture trustee written notice of a continuing event of default with respect to debt securities of that series;

the holders of not less than 25% in principal amount of the outstanding securities of that series have made written request and offered the indenture trustee security and indemnity satisfactory to the indenture trustee;

the indenture trustee has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with the request; and

the indenture trustee fails to institute the proceeding within 60 days.

However, the holder of any debt security or coupon has the right to receive payment of the principal of (and premium or make-whole amount, if any) and interest on, and any additional amounts in respect of, such debt security or payment of such coupon on the respective due dates (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment.

We are required to furnish to the indenture trustees annually a statement as to the performance of our obligations under the indentures and as to any default in that performance of which we are aware.

Modification and Waiver

Unless otherwise indicated in the applicable prospectus supplement, we and the applicable indenture trustee may amend and modify each indenture or debt securities under that indenture with the consent of holders of at least a majority in principal amount of each series of all outstanding debt securities then outstanding under the indenture affected. However, without the consent of each holder of any debt security issued under the applicable indenture, we may not amend or modify that indenture to:

change the stated maturity date of the principal of (or premium or make-whole amount, if any, on), or any installment of principal or interest on, any debt security issued under that indenture;

reduce the principal amount of or any make-whole amount, the rate of interest on or any additional amounts payable in respect thereof, or any premium payable upon the redemption of any debt security issued under that indenture;

reduce the amount of principal of an original issue discount security or make-whole amount, if any, issued under that indenture payable upon acceleration of its maturity or provable in bankruptcy;

change the place or currency of payment of principal or any premium or any make-whole amount or interest on any debt security issued under that indenture;

impair the right to institute suit for the enforcement of any payment or delivery on or with respect to any debt security issued under that indenture;

reduce the percentage in principal amount of debt securities of any series issued under that indenture, the consent of whose holders is required to modify or amend the indenture or to waive compliance with certain provisions of the indenture; or

make any change that adversely affects the right to convert or exchange any security or decrease the conversion/exchange rate or increase the conversion/exchange price.

The holders of at least a majority in principal amount of the outstanding debt securities of any series issued under that indenture may, with respect to that series, waive past defaults under the indenture, except as described under “—Events of Default.”

Unless otherwise indicated in the applicable prospectus supplement, we and the applicable indenture trustee may also amend and modify each indenture without the consent of any holder for any of the following purposes:

to evidence the succession of another person to us;

to add to our covenants for the benefit of the holders of all or any series of debt securities;

to add events of default for the benefit of the holders of all or any series of debt securities;

to add or change any provisions of the indentures to facilitate the issuance of bearer securities;

to change or eliminate any of the provisions of the applicable indenture in respect of any series of debt securities, so long as any such change or elimination will become effective only in respect of any series of securities when there is no outstanding security of that series which is entitled to the benefit of that provision;

to establish the form or terms of debt securities of any series;

to evidence and provide for the acceptance of appointment by a successor indenture trustee;

to cure any ambiguity, to correct or supplement any provision in the applicable indenture, or to make any other provisions with respect to matters or questions arising under that indenture, so long as the interests of holders of debt securities of any series are not adversely affected in any material respect by the actions taken to cure, correct or supplement a provision in an indenture;

to secure securities;

to close the indenture with respect to the authentication and delivery of additional series of securities or to qualify or maintain qualifications of the applicable indenture under the Trust Indenture Act; or

to supplement any of the provisions of an indenture as is necessary to permit or facilitate the defeasance or discharge of any series of securities under specified provisions of the indenture, provided that any such action shall not adversely affect the interests of the holders of securities of such series or any other series of securities under the indenture in any material respect.

Voting

The indentures contain provisions for convening meetings of the holders of debt securities of a series. A meeting will be permitted to be called at any time by the applicable trustee, and also, upon request, by us or the holders of at least 25% in principal amount of the outstanding debt securities of such series, in any such case upon notice given as provided in such indenture. Except for any consent that must be given by the holder of each debt security affected by the modifications and amendments of an indenture described above, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present may be adopted by the affirmative vote of the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series represented at such meeting.

Notwithstanding the preceding paragraph, except as referred to above, any resolution relating to a request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of a specified numberpercentage, which is less than a majority, of the aggregate principal amount of the outstanding debt securities of a series may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of such sharesspecified percentage.

Any resolution passed or decision taken at any properly held meeting of holders of debt securities of any series will be binding on all holders of such series. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the outstanding debt securities of a series. However, if any action is to be taken relating to a consent or waiver which may be given by the holders of at least a specified percentage in principal amount of the outstanding debt securities of a series, the persons holding such percentage will constitute a quorum.

Notwithstanding the foregoing provisions, the indentures provide that if any action is to be taken at a stipulated price per share;meeting with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that such indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all outstanding debt securities affected by such action, or of the holders of such series and one or more additional series:

there shall be no minimum quorum requirement for such meeting; and

 

through the writing or settlementprincipal amount of optionsthe outstanding debt securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other hedging transactions,action shall be taken into account in determining whether such optionsrequest, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under such indenture.

Consolidation, Merger and Sale of Assets

Unless otherwise indicated in the applicable prospectus supplement, we may consolidate or merge with or into any other person, and we may sell, lease or convey all or substantially all of our assets to any person, provided that:

(1)the resulting entity, if other than us, is an entity organized and existing under the laws of the United States of America or any U.S. state or the District of Colombia and assumes all of our obligations to:

(a)pay or deliver the principal and any premium or make-whole amount, if any, and any interest on, the debt securities; and

(b)perform and observe all of our other obligations under the indentures and supplemental indentures; and

(2)we are not, or any successor entity, as the case may be, is not, immediately after any consolidation or merger, in default under the indenture.

The indentures do not provide for any right of acceleration in the event of a consolidation, merger, sale of all or substantially all of the assets, recapitalization or change in our stock ownership. In addition, the indentures do not contain any provision which would protect the holders of debt securities against a sudden and dramatic decline in credit quality resulting from takeovers, recapitalizations or similar restructurings.

International Offering

If specified in the applicable prospectus supplement, we may issue debt securities outside the United States. Those debt securities will be described in the applicable prospectus supplement. In connection with any offering outside the United States, we will designate paying agents, registrars or other agents with respect to the debt securities, as specified in the applicable prospectus supplement.

We will describe in the applicable prospectus supplement whether our debt securities issued outside the United States: (i) may be subject to certain selling restrictions; (ii) may be listed on one or more foreign stock exchanges; and (iii) may have special United States tax and other considerations applicable to an options exchangeoffering outside the United States.

Defeasance

We may terminate or otherwise;“defease” our obligations under the applicable indenture with respect to the debt securities of any series by taking the following steps:

(1)depositing irrevocably with the indenture trustee an amount, which through the payment of interest, principal or premium, if any, will provide an amount sufficient to pay the entire amount of the debt securities:

in the case of debt securities denominated in U.S. dollars, U.S. dollars or U.S. government obligations;

in the case of debt securities denominated in a foreign currency, of money in that foreign currency or foreign government obligations of the foreign government or governments issuing that foreign currency; or

 

a combination of money and U.S. government obligations or foreign government obligations, as applicable;

(2)delivering:

an opinion of independent counsel that the holders of the debt securities of that series will have no federal income tax consequences as a result of that deposit and termination;

an opinion of independent counsel that registration is not required under the Investment Company Act of 1940, as amended;

an opinion of counsel as to certain other matters;

officers’ certificates and opinion of counsel certifying as to compliance with the indenture and other matters; and

(3)paying all other amounts due under the indenture.

Further, the defeasance cannot cause an event of default under the indenture or any other material agreement or instrument and no event of default under the indenture can exist at the time the defeasance occurs.

Subordination

The subordinated debt securities will be subordinated in right of payment to all “senior debt,” as defined in the subordinated indenture. In certain circumstances relating to our liquidation, dissolution, receivership, reorganization, insolvency or similar proceedings:

the holders of all senior debt will first be entitled to receive payment in full before the holders of the subordinated debt securities will be entitled to receive any payment on the subordinated debt securities; and

until the senior debt is paid in full, any distributions that the holders of subordinated debt would be entitled shall be made to holders of senior debt, except that holders of subordinated debt may receive securities that are subordinated to senior debt to at least the same extent as the senior debt.

In addition, we may make no payment on the subordinated debt securities in the event:

there is an event of default with respect to any senior debt which permits the holders of that senior debt to accelerate the maturity of the senior debt; and

the default is the subject of judicial proceedings or we receive notice of the default from an authorized person under the subordinated indenture.

By reason of this subordination in favor of the holders of senior debt, in the event of an insolvency our creditors who are not holders of senior debt or the subordinated debt securities may recover less, proportionately,

than holders of senior debt and may recover more proportionately, than holders of the subordinated debt securities. Unless otherwise specified in the prospectus supplement relating to the particular series of subordinated debt securities, “senior debt” is defined in the subordinated indenture as the principal, premium, if any, unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to us whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following indebtedness of us for money borrowed, whether any such methodsindebtedness exists as of sale;the date of the indenture or is created, incurred, assumed or guaranteed after such date:

(i)any debt (a) for money borrowed by us, or (b) evidenced by a bond, note, debenture, or similar instrument (including purchase money obligations) given in connection with the acquisition of any business, property or assets, whether by purchase, merger, consolidation or otherwise, but shall not include any account payable or other obligation created or assumed in the ordinary course of business in connection with the obtaining of materials or services, or (c) which is a direct or indirect obligation which arises as a result of banker’s acceptances or bank letters of credit issued to secure our obligations, or to secure the payment of revenue bonds issued for our benefit whether contingent or otherwise;

(ii)any debt of others described in the preceding clause (i) which we have guaranteed or for which we are are otherwise liable;

(iii)our obligations as lessee under any lease of property which is reflected on our balance sheet as a capitalized lease; and

(iv)any deferral, amendment, renewal, extension, supplement or refunding of any liability of the kind described in any of the preceding clauses (i), (ii) and (iii).

“Senior debt” does not include (1) any such indebtedness, obligation or liability referred to in clauses (i) through (iv) above as to which, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such indebtedness, obligation or liability is not superior in right of payment to the subordinated debt securities, or ranks pari passu with the subordinated debt securities, (2) any such indebtedness, obligation or liability which is subordinated to our indebtedness to substantially the same extent as or to a greater extent than the subordinated debt securities are subordinated, (3) any indebtedness to one of our subsidiaries and (4) the subordinated debt securities.

The subordinated indenture does not limit or prohibit the incurrence of additional senior debt, which may include indebtedness that is senior to the subordinated debt securities, but subordinate to our other obligations. Any prospectus supplement relating to a particular series of subordinated debt securities will set forth the aggregate amount of our indebtedness senior to the subordinated debt securities as of a recent practicable date.

The prospectus supplement may further describe the provisions, if any, which may apply to the subordination of the subordinated debt securities of a particular series.

Restrictive Covenants

The subordinated indenture does not contain any significant restrictive covenants. The prospectus supplement relating to a series of subordinated debt securities may describe certain restrictive covenants, if any, to which we may be bound under the subordinated indenture.

Governing Law

Unless indicated otherwise in the applicable prospectus supplement, the indentures and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

Regarding the Trustee

General. From time to time, we may maintain deposit accounts and conduct other banking transactions with the trustee to be appointed under the indenture or its affiliates in the ordinary course of business.

Resignation or Removal of Trustee. If the trustee has or acquires a conflicting interest within the meaning of the Trust Indenture Act, the trustee must either eliminate its conflicting interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and the indenture. Any resignation will require the appointment of a successor trustee under the indenture in accordance with the terms and conditions of the indenture.

The trustee may resign or be removed by us with respect to one or more series of debt securities and a successor trustee may be appointed to act with respect to any such series. The holders of a majority in aggregate principal amount of the debt securities of any series may remove the trustee with respect to the debt securities of such series.

Annual Trustee Report to Holders of Debt Securities. The trustee will be required to submit certain reports to the holders of the debt securities as set forth in the indenture.

Certificates and Opinions to Be Furnished to Trustee. The indenture provides that, in addition to other certificates or opinions specifically required by other provisions of the indenture, every application by us for action by the trustee must be accompanied by a certificate from one or more of our officers and an opinion of counsel (who may be our counsel) stating that, in the opinion of the signers, all conditions precedent to such action have been complied with by us.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of any debt securities, preferred stock, common stock, other of our securities or any combination of the foregoing. Warrants may be issued alone or together with securities offered by any prospectus supplement and may be attached to, or separate from, those securities. We will issue each series of warrants under a separate warrant agreement and/or warrant certificate.

The following outlines some of the general terms and provisions of the warrants. Further terms of the warrants and the applicable warrant agreement and/or warrant certificate will be stated in the applicable prospectus supplement. The following description and any description of the warrants in a prospectus supplement are not complete and are subject to and qualified in its entirety by reference to the terms and provisions of the warrant agreement and/or warrant certificate, which we will file with the SEC in connection with an issuance of any warrants.

General

If warrants are offered, the applicable prospectus supplement will describe the terms of the warrants, including some or all of the following information:

the title and specific designation of the warrants;

the aggregate number of warrants offered;

the amount of warrants outstanding, if any;

the designation, number and terms of the securities purchasable upon exercise of the warrants, and procedures that will result in the adjustment of those numbers;

the exercise price or prices of the warrants;

the dates or periods during which the warrants are exercisable;

the designation and terms of any securities with which the warrants are issued;

provisions for changes to or adjustments in the exercise price of the warrants;

if the warrants are issued as a unit with another security, the date, if any, on and after which the warrants and the other security will be separately transferable;

if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;

any minimum or maximum amount of warrants that may be exercised at any one time;

the anti-dilution, redemption or call provisions of the warrants, if any;

if applicable, the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;

any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and

 

any other method permitted pursuant to applicable law.

The Selling Stockholders also may resell all or a portionmaterial terms of the warrants.

Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution orwinding-up, or to exercise voting rights, if any.

Exercise of Warrants

Each warrant will entitle the holder to purchase such principal amount of debt securities or such number of shares of common stock or preferred stock or depositary shares at such exercise price as shall in open market transactionseach case be set

forth in, relianceor can be calculated according to information contained in, the prospectus supplement relating to the warrant. Warrants may be exercised at such times as are set forth in the prospectus supplement relating to such warrants. After the close of business on the expiration date of the warrants, or such later date to which such expiration date may be extended by us, unexercised warrants will become void.

Subject to any restrictions and additional requirements that may be set forth in the prospectus supplement, warrants may be exercised by delivery to the warrant agent of the certificate evidencing such warrants properly completed and duly executed and of payment as provided in the prospectus supplement of the amount required to purchase the debt securities or shares of common stock or preferred stock or depositary shares purchasable upon Rule 144such exercise. The exercise price will be the price applicable on the date of payment in full, as set forth in the prospectus supplement relating to the warrants. Upon receipt of such payment and the certificate representing the warrants to be exercised, properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the debt securities or shares of common stock or preferred stock or depositary shares purchasable upon such exercise. If fewer than all of the warrants represented by such certificate are exercised, a new certificate will be issued for the remaining amount of warrants.

Additional Provisions

The exercise price payable and the number of shares of common stock or preferred stock purchasable upon the exercise of each stock warrant will be subject to adjustment in certain events, including:

the issuance of the stock dividend to holders of common stock or preferred stock, respectively;

a combination, subdivision or reclassification of common stock or preferred stock, respectively; or

any other event described in the applicable prospectus supplement.

In lieu of adjusting the number of shares of common stock or preferred stock purchasable upon exercise of each stock warrant, we may elect to adjust the number of stock warrants. We may, at our option, reduce the exercise price at any time. No fractional shares will be issued upon exercise of stock warrants, but we will pay the cash value of any fractional shares otherwise issuable. Notwithstanding the foregoing, in case of any consolidation, merger, or sale or conveyance of our property as an entirety or substantially as an entirety, the holder of each outstanding stock warrant will have the right upon the exercise thereof to the kind and amount of shares of stock and other securities and property, including cash, receivable by a holder of the number of shares of common stock or preferred stock into which such stock warrants were exercisable immediately prior thereto.

DESCRIPTION OF SUBSCRIPTION RIGHTS

The following is a summary of the general terms of the subscription rights to purchase common stock or other securities that we may offer to stockholders using this prospectus.

Subscription rights may be issued independently or together with any other security and may or may not be transferable. As part of any subscription rights offering, we may enter into a standby underwriting or other arrangement under which the Securities Act,underwriters or any other person would purchase any securities that are not purchased in such subscription rights offering. If we issue subscription rights, they will be governed by a separate subscription agent agreement that we will sign with a bank or trust company, as permittedrights agent, that will be named in the applicable prospectus supplement. The rights agent will act solely as our agent and will not assume any obligation to any holders of subscription rights certificates or beneficial owners of subscription rights.

The prospectus supplement relating to any subscription rights we offer will describe the specific terms of the offering and the subscription rights, including the record date for stockholders entitled to the subscription rights distribution, the number of subscription rights issued and the number of shares of common stock or other securities that may be purchased upon exercise of the subscription rights, the exercise price of the subscription rights, the date on which the subscription rights will become effective and the date on which the subscription rights will expire, and any material U.S. federal income tax considerations. The following description and any description in a prospectus supplement is a summary only and is subject to, and qualified in its entirety by that rule,reference to the terms and provisions of the subscription rights, which we will file with the SEC in connection with an issuance of subscription rights.

In general, a subscription right entitles the holder to purchase for cash a specific number of shares of common stock or Section 4(a)(1) underother securities at a specified exercise price. The rights are normally issued to stockholders as of a specific record date, may be exercised only for a limited period of time and become void following the Securities Act, if available, rather than underexpiration of such period. If we determine to issue subscription rights, we will accompany this prospectus providedwith a prospectus supplement that will describe, among other things:

the record date for stockholders entitled to receive the subscription rights;

the number of shares of common stock or other securities that may be purchased upon exercise of each subscription right;

the exercise price of the subscription rights;

whether the subscription rights are transferable;

the period during which the subscription rights may be exercised and when they meet will expire;

the criteriasteps required to exercise the subscription rights;

whether the subscription rights include “oversubscription rights” so that the holder may purchase more securities if other holders do not purchase their full allotments; and conform

whether we intend to sell the requirementsshares of those provisions.

Broker-dealers engaged bycommon stock or other securities that are not purchased in the Selling Stockholdersrights offering to an underwriter or other purchaser under a contractual “standby” commitment or other arrangement.

If fewer than all of the subscription rights issued in any rights offering are exercised, we may arrange foroffer any unsubscribed securities directly to persons other broker-dealers to participate in sales. If the Selling Stockholders effect such transactions by selling the securities covered by this prospectusthan stockholders, to or through agents, underwriters broker-dealers or agents,dealers or through a combination of such underwriters, broker-dealersmethods, including pursuant to standby arrangements, as described in the applicable prospectus supplement. After the close of business on the expiration date of a subscription rights offering, all unexercised subscription rights will become void.

Prior to the exercise of their subscription rights, holders of subscription rights will not have any rights of the holders of the securities purchasable upon exercise of the subscription rights, and will not be entitled to, among other things, vote or agentsreceive any dividend payments or other distributions on the securities purchasable upon exercise.

DESCRIPTION OF UNITS

As specified in the applicable prospectus supplement, we may receive commissionsissue units consisting of one or more debt securities, shares of common stock, shares of preferred stock, warrants, subscription rights, or any combination of one or more of the other securities described in this paragraph.

A prospectus supplement and any other offering materials relating to any units issued under the registration statement containing this prospectus will specify the terms of the units, including:

the terms of the units and of any of the debt securities, common stock, preferred stock, warrants and subscription rights comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;

a description of the terms of any unit agreement governing the units;

a description of the provisions for the payment, settlement, transfer or exchange of the units; and

any applicable material United States federal income tax consequences; and

whether the units will be issued in fully registrable form.

The terms and conditions described under “Description of Debt Securities,” “Description of Warrants,” and “Description of Capital Stock” will apply to each unit that includes such securities and to the securities included in each unit, unless otherwise specified in the applicable prospectus supplement.

We will issue the units under one or more unit agreements to be entered into between us and a bank or trust company, as unit agent. We may issue units in one or more series, which will be described in the applicable prospectus supplement.

DESCRIPTION OF GLOBAL SECURITIES

Unless otherwise indicated in the applicable prospectus supplement, we may issue the securities in the form of discounts, concessionsone or commissions frommore fully registered global securities that will be deposited with a depository or its nominee identified in the Selling Stockholdersapplicable prospectus supplement and registered in the name of that depository or commissions from purchasersits nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities coveredto be represented by this prospectusregistered global securities. Unless and until it is exchanged in whole for whom theysecurities in definitive registered form, a registered global security may actnot be transferred except as agenta whole by and among the depository for the registered global security, the nominees of the depository or any successors of the depository or those nominees.

If not described below, any specific terms of the depository arrangement with respect to whom they may sell as principal. Such commissionsany securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depository arrangements.

Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depository or persons that may hold interests through participants. Upon the issuance of a registered global security, the depository will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts to be negotiated, but, except as set forthcredited.

Ownership of beneficial interests in a supplementregistered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depository, with respect to this prospectus,interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.

So long as the depository, or its nominee, is the registered owner of a registered global security, that depository or its nominee, as the case may be, will be considered the sole owner or holder of an agency transactionthe securities represented by the registered global security for all purposes. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in excess of a customary brokerage commission in compliance with Financial Industry Regulatory Authority Rule 2121 and its supplementary materials.

In connection with salestheir names, will not receive or be entitled to receive physical delivery of the securities coveredin definitive form and will not be considered the owners or holders of the securities. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depository for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement or unit agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take, the depository for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

Payments of principal of, and premium, if any, and interest on, debt securities, and any payments to holders with respect to other securities represented by this prospectusa registered global security registered in the name of a depository or otherwise,its nominee will be made to the Selling Stockholdersdepository or its nominee, as the case may enter into hedging transactions with broker-dealersbe, as the registered owner of the registered global security. None of us, the trustees, the warrant agents or other financial institutions, which mayany preferred stock depositary, as applicable, will have any responsibility or liability for any aspect of the records relating to or the payments made on account of beneficial ownership interests in turn engage in short salesthe registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depository for any of the securities coveredrepresented by this prospectusa registered global security, upon receipt of any payment of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the courserecords of hedgingthe depository. We also expect that payments by participants to owners of beneficial interests in positions they assume. The Selling Stockholders may also sella registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities coveredheld for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

If the depository for any of these securities represented by this prospectus shorta registered global security is at any time unwilling or unable to continue as depository or ceases to be a clearing agency registered under the Exchange Act, and if such short sale shall take place aftera successor depository registered as a clearing agency under the dateExchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security that this registration statement is declared effectivehad been held by the SEC,depository. In addition, under the Selling Stockholdersterms of the indenture, we may deliverat any time and in our sole discretion decide not to have any of the securities coveredrepresented by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge securities covered by this prospectus to broker-dealers that in turn may sell such securities, to the extent permitted by applicable law. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivativeregistered global securities. We understand, however, that, under current industry practices, the depository would notify its participants of our request, but will only withdraw beneficial interests from a global security at the request of each participant. We would issue definitive certificates in exchange for any such interests withdrawn. Any securities which requireissued in definitive form in exchange for a registered global security will be registered in the deliveryname or names that the depository gives to such broker-dealerthe applicable trustee, warrant agent, unit agent or other financial institutionrelevant agent of securities covered by this prospectus, which securities such broker-dealerours or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstandingtheirs. It is expected that the foregoing, the Selling Stockholders have been advised that they may not use securities registered on this registration statement to cover short sales of the securities covered by this prospectus made prior to the date the registration statement, of which this prospectus forms a part, has been declared effectivedepository’s instructions will be based upon directions received by the SEC.

The Selling Stockholders may,depository from timeparticipants with respect to time, pledge or grant a security interest in some or allownership of the securities covered by this prospectus owned by them and, if they defaultbeneficial interests in the performance of their secured obligations,registered global security that had been held by the pledgees or secured partiesdepository.

PLAN OF DISTRIBUTION

We may offer and sell the securities covered by this prospectus from time to time pursuantat market prices prevailing at the time of sale, at prices related to such prevailing market prices at the time of sale, at negotiated prices or at fixed prices, which may change from time to time. We may sell the securities directly to one or more purchasers, through agents, to dealers, through underwriters, brokers or dealers, or through a combination of any of these sales methods or through any other method permitted by law (including in “at the market” equity offerings as defined in Rule 415 under the Securities Act). We reserve the right to accept or reject, in whole or in part, any proposed purchase of securities, whether the purchase is to be made directly or through agents.

Each time that we use this prospectus to sell our securities, we will also provide a prospectus supplement, if required, that contains the specific terms of the offering, including:

the name or names of the underwriters, dealers or agents, if any, amendment to this prospectusand the types and amounts of securities underwritten or purchased by each of them;

the public offering price of the securities and the proceeds we will receive from the sale;

any over-allotment options under Rule 424(b)(3)which underwriters may purchase additional securities from us;

any agency fees or underwriting discounts or other applicable provisionitems constituting agents’ or underwriters’ compensation;

any discounts, commissions or concessions allowed or reallowed or paid to dealers; and

any securities exchange or market on which the securities may be listed.

Only underwriters that we have named in a prospectus supplement will be underwriters of the Securities Act, amending, if necessary,securities offered by that prospectus supplement.

If underwriters are used in the listsale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of selling stockholderssale. The obligations of the underwriters to includepurchase the pledgee, transfereesecurities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other successors in interest as selling stockholders under this prospectus. The Selling Stockholders also may transfer and donate thethan securities covered by this prospectus in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Stockholdersany over-allotment option. Any public offering price and any broker-dealer or agents participating in the distribution of the securities covered by this prospectus may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such broker-dealerrelationship.

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any profitcommissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the resaleperiod of its appointment.

We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the shares purchased by them may be deemedpublic offering price set forth in the prospectus supplement pursuant to be underwritingdelayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions or discounts under the Securities Act. Selling stockholders who are “underwriters” within the meaningwe must pay for solicitation of Section 2(a)(11) of the Securities Act will be subject tothese contracts in the applicable prospectus delivery requirements of the Securities Actsupplement.

We may provide agents and may be subject to certain statutoryunderwriters with indemnification against civil liabilities, of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

The Selling Stockholders have informed us that they are not registered broker-dealers and do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities covered by this prospectus. Upon Equity being notified in writing by the Selling Stockholders that any material arrangement has been entered into with a broker-dealer for the sale of the securities covered by this prospectus through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b)liabilities under the Securities Act, disclosing (i)or contribution with respect to payments that the nameagents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

All securities we may offer, other than common stock or other outstanding securities, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the Selling Stockholder(s)trading markets for any securities.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the participating broker-dealer(s), (ii)offering size, which create a short position. Stabilizing transactions permit bids to purchase the numberunderlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of shares involved, (iii)the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at which such shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%).time.

Under the securities laws of some states, to the extent applicable, the securities covered by this prospectus may be sold in such states only through registered or licensed brokers or dealers. In addition, if our common stock is no longer listed on the NASDAQ Global Select Market or another national securities exchange, in some states the securities covered by this prospectus may not be sold unless such sharessecurities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that the Selling Stockholders will sell any or all of the securities registered pursuant to the shelf registration statement, of which this prospectus forms a part.

The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the securities covered by this prospectus by the Selling Stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the securities covered by this prospectus to engage in market-making activities with respect to such securities. All of the foregoing may affect the marketability of the securities covered by this prospectus and the ability of any person or entity to engage in market-making activities with respect to such securities.

We will indemnify the Selling Stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with the terms of the 2015 Registration Rights Agreement and 2016 Registration Rights Agreement (as applicable), or the Selling Stockholders will be entitled to contribution. We may be indemnified by the Selling Stockholders against certain liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the Selling Stockholders specifically for use in this prospectus, in accordance with the terms of the 2015 Registration Rights Agreement and 2016 Registration Rights Agreement (as applicable), or we may be entitled to contribution.

LEGAL MATTERS

TheIn connection with particular offerings of our securities in the future, and unless otherwise indicated in the applicable prospectus supplement, the validity of the Class A Common Stocksecurities offered hereby will be passed upon for us by this prospectusNorton Rose Fulbright US LLP, Dallas, Texas, and certain legal matters relating to Kansas law will be passed upon for us by Wise & Reber, L.C., McPherson, Kansas. Certain otherKansas, or another of our lawyers. Additional legal matters in connection with this offering willmay be passed uponon for us, by Norton Rose Fulbright US LLP, Dallas, Texas. If the Class A Common Stock is distributed in an underwritten offering, certain legal matters will be passed upon for theor any underwriters, dealers or agents, by counsel identifiedthat we will name in the relatedapplicable prospectus supplement.

EXPERTS

TheOur consolidated financial statements as of December 31, 20152017 and 2014,2016, and for each of the three years in the period ended December 31, 2015,2017, incorporated by reference in this prospectus and elsewherehave been audited by Crowe Chizek LLP, an independent registered public accounting firm, as stated in the registration statementtheir report, which is incorporated by reference herein. Such consolidated financial statements have been so incorporated by reference in reliance upon the report of Crowe Chizek LLP, independent registered public accountants, incorporated by reference herein, and upongiven on the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of CommunityEastman National Bancshares, Inc. and its subsidiaries as of December 31, 20152016 and 2014, and for the fiscal years ended December 31, 2015, and 2014,for each of the two years in the period ended December 31, 2016, included in this prospectus have been audited by Erwin & Company, an independent registered public accounting firm, as stated in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statementherein. Such consolidated financial statements have been so incorporated by reference in reliance upon the report of Erwin & Company, independent registered public accountants, incorporated by reference herein, and upongiven on the authority of said firm as experts in accounting and auditing.

LOGO

Equity Bancshares, Inc.

3,047,227 Shares

Class A Common Stock

The consolidated financial statements of Cache and its subsidiaries as of December 31, 2016 and December 31, 2015, and for each of the two years in the period ended December 31, 2016, included in this prospectus have been audited by Sewell & Taylor LLP, an independent public accounting firm, as stated in their report, which is incorporated by reference herein. Such consolidated financial statements have been so incorporated in reliance given on the authority of said firm as experts in accounting and auditing.

 


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth theour estimated costs and expenses payable by the registrantto be incurred in connection with the Class A Common Stockissuance and distribution of the securities being registered. All the amounts shown are estimates, except for the SEC registration fee:registered, other than underwriting discounts and commissions. We will pay all of these expenses.

 

SEC Registration Fee

$11,528

Listing Fees and Expenses

**

Accounting Fees and Expenses

**

Legal Fees and Expenses

**

Printing and Engraving Expenses

**

Trustee, Registrar and Transfer Agent, and Depositary Fees and Expenses

**

Miscellaneous Expenses

**
**

Total

$**

SEC Registration Fee

  $18,675.00 

Trustee Fees

   *

Printing Expenses

   *

Rating Agency Fees

   *

Legal Fees and Expenses

   *

Accounting Fees and Expenses

   *

Miscellaneous Expenses

   *
   *

Total

  $*

 

**Estimated expensesThese fees are not presently known.known and cannot be estimated at this time, as they will be based upon, among other things, the amount and type of security being offered as well as the number of offerings.

We will pay the pro rata fees and expenses incurred by us incident to the registration of the 1,090,000 shares, including SEC registration fees and any listing fees, that are attributable to the Selling Stockholders that are parties to the 2016 Registration Rights Agreement. The Selling Stockholders that are parties to the 2015 Registration Rights Agreement will pay their respective pro rata fees and expenses incurred by us, other than internal costs, incident to the registration of the 1,957,227 shares attributable to such Selling Stockholders, including reimbursement of fees of our counsel and accountants, SEC registration fees and any listing fees. However, we will not pay any underwriting or other discounts or commissions in any offering of the shares of common stock by any of the Selling Stockholders.

Item 15. Indemnification of Directors and Officers

Section 17-6305 of the Kansas General Corporation Code provides that a corporation has the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including attorney’s fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Similarly, a Kansas corporation may also indemnify any person described in the previous sentence who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that any person found liable to the corporation may be indemnified only if a court has determined such person is fairly and reasonably entitled to indemnity for such expenses. To the extent that a present or former director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any foregoing action, suit or proceeding, or in defense of any claim, issue or matter therein,Section 17-6305 of the Kansas General Corporation Code provides that such director, officer, employee or agent will be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.

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Our Articles of Incorporation and Bylaws provide that we will indemnify each of our officers and directors to the fullest extent permitted by Kansas law and that any modification or repeal of our Articles of Incorporation or Bylaws will not adversely affect this indemnification right of our officers and directors with respect to any act or omission occurring prior to such modification or repeal. Our Bylaws further provide that any expenses (including attorneys’ fees) actually and reasonably incurred by our officers and directors in connection with their defense of any indemnifiable proceeding or the enforcement of their indemnification rights will be paid by us in advance of the disposition of such action upon receipt of an undertaking by or on behalf of the officer or director to repay such amount if it is ultimately determined that they were not entitled to be indemnified.

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As permitted bySection 17-6002(b)(8) of the Kansas General Corporation Code, our Articles of Incorporation eliminate a director’s liability to Equitythe Bank and Equity’sthe Bank’s stockholders for monetary damages for breach of a fiduciary duty as a director, except for (a) any breach of the director’s duty of loyalty to Equitythe Bank or Equity’sthe Bank’s stockholders, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) certain transactions underSection 17-6424 of the Kansas General Corporation Code (relating to liability for unauthorized acquisitions or redemptions of, or payment of dividends on, capital stock), or (d) for any transaction from which the director derived an improper personal benefit.

Our Bylaws also provide that the indemnification rights set forth in the Bylaws are not exclusive of other indemnification rights to which an indemnified party may be entitled under any statute, provision in our Articles of Incorporation or Bylaws, agreement, vote of stockholders or disinterested directors, policy of insurance or otherwise. In this regard, we have entered, or will enter, into indemnification agreements with each of our current and future directors and officers that will provide these individuals with a contractual right to indemnification from Equitythe Bank to the fullest extent permitted under Kansas law against any liability that may arise by reason of their service to us, and to the advancement of expenses incurred as a result of any proceeding against them as to which they could be indemnified. Our Bylaws further authorize us to purchase and maintain insurance on behalf of our officers and directors and we have obtained insurance to cover such individuals for certain liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Equitythe Bank under any of the foregoing provisions, in the opinion of the SEC, that indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In addition, our ability to provide indemnification to our directors and officers is limited by federal banking laws and regulations, including, but not limited to, 12 U.S.C. §1828(k).

Item 16. Exhibits

 

2.1*Form of Underwriting Agreement for any offering of securities
3.1    Second Amended and Restated Articles of Incorporation of Equity Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to Equity Bancshares, Inc.’s Current Report on Form8-K, filed with the SEC on May 3, 2016).
3.2    Amended and Restated Bylaws of Equity Bancshares, Inc. (incorporated by reference to Exhibit 3.2 to Equity Bancshares, Inc.’s Registration Statement on FormS-1, filed with the SEC on October 9, 2015, File No. 333-207351).
4.1    Specimen Class  A Common Stockcommon stock Certificate (incorporated by reference to Exhibit 4.1 to Equity Bancshares, Inc.’s Amendment No.  1 to Registration Statement on FormS-1, filed with the SEC on October 27, 2015, File No. 333-207351).
4.24.4    Amended and Restated Registration Rights Agreement, dated November 16, 2015, by and between Equity Bancshares, Inc., Patriot Financial Partners, L.P., Patriot Financial Partners Parallel, L.P., Endicott Opportunity Partners III, L.P., Compass Island Investment Opportunities Fund A, L.P. and Compass Island Investment Opportunities Fund C, L.P. (incorporated by reference to Exhibit 10.1 to Equity Bancshares, Inc.’s Current Report on Form 8-K, filed with the SEC on November 19, 2015).of Senior Indenture
4.5Form of Subordinated Indenture
4.34.6*    Form of Registration Rights Agreement, dated asCertificate Designations of December 19, 2016 (incorporated by reference to Exhibit 10.2 to Equity Bancshares, Inc.’s Current Report on Form 8-K, filed with the SEC on December 22, 2016).Preferred Stock
4.7*Form of Preferred Stock Certificate
4.8*Form of Senior Debt Security
4.9*Form of Subordinated Debt Security
4.10*Form of Warrant and Warrant Certificate
4.11*Form of Subscription Certificate
4.12*Form of Subscription Agent Agreement
4.13*Form of Unit Agreement
5.1    Opinion of Wise & Reber, L.C. regarding the legality of the securities being registered.registered
5.2Opinion of Norton Rose Fulbright US LLP
12.1Computation of Ratio of Earnings to Fixed Charges
23.1    Consent of Crowe Chizek LLP.
LLP
23.2    Consent of Erwin & Company.
Company
23.3    Consent of Sewell & Taylor LLP

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23.4Consent of Wise & Reber, L.C. (included as part of Exhibit 5.1).
23.5Consent of Norton Rose Fulbright US LLP (included as part of Exhibit 5.2)
24.1    Power of Attorney (included on original signature page to this Registration Statement).
25.1FormT-1 Statement of Eligibility of Trustee under Senior Indenture
25.2FormT-1 Statement of Eligibility of Trustee under Subordinated Indenture

 

*To be filed as an exhibit to a document to be incorporated by reference in this Registration Statement.

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(b)Financial Statement Schedules:


Not Applicable.

Item 17. 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)Toto include any prospectus required by Section 10(a)(3) of the Securities Act;

 

 (ii)Toto 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

 (iii)Toto 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), (a)(1)(ii) and (a)(1)(iii) of this section 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 SEC by the registrant pursuant to sectionSection 13 or sectionSection 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

 (2)That, for the purpose of determining any liability under the Securities Act, 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 initialbona 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.

 

 (4)That, for the purpose of determining liability under the Securities Act to any purchaser:

 

 (i)Eacheach prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

 (ii)

Eacheach prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section

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10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer

II-3


and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;

 

 (5)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

 (i)Anyany preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

 (ii)Anyany free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

 (iii)Thethe portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

 (iv)Anyany other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b)The undersigned registrant hereby undertakes that,(6)That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to sectionSection 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to sectionSection 15(d) of the Exchange Act) 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 initialbona fide offering thereof.

 

(c)(7)To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

(b)Insofar as indemnification for liabilities arising under the Securities Act 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 SEC such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

 

II-4


SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Wichita, State of Kansas, on January 17, 2017.June 4, 2018.

 

EQUITY BANCSHARES, INC.
By: 

/s/ Brad S. Elliott

 Brad S. Elliott
 Chairman and Chief Executive Officer

II-5


POWER OF ATTORNEY

Each person whose signature appears below appoints Brad S. Elliott and Gregory H. Kossover, and each of them, any of whom may act without the joinder of the other, as his true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto saidattorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Brad S. Elliott

Brad S. Elliott

  

Chairman and Chief Executive Officer (Principal Executive Officer)

 January 17, 2017
Brad S. ElliottJune 4, 2018

/s/ Gregory H. Kossover

Gregory H. Kossover

  

Director, Executive Vice President and Chief Financial Officer (Principal

(Principal Financial Officer and Principal Accounting Officer)

 January 17, 2017
Gregory H. KossoverJune 4, 2018

/s/ Gary C. Allerheiligen

Gary C. Allerheiligen

  

Director

 January 17, 2017
Gary C. AllerheiligenJune 4, 2018

/s/ L. James Berglund

James L. Berglund

  

Director

 January 17, 2017
James L. BerglundJune 4, 2018

/s/ Jeff A. Bloomer

DirectorJanuary 17, 2017

Jeff A. Bloomer

/s/ Dan R. Bowers

  

Director

January 17, 2017
Dan R. Bowers

II-5


/s/ Roger A. Buller

 DirectorJanuary 17, 2017
Roger A. Buller

/s/ Michael R. Downing

DirectorJanuary 17, 2017
Michael R. Downing

/s/ P. John Eck

DirectorJanuary 17, 2017
P. John EckJune 4, 2018

/s/ Gregory L. Gaeddert

DirectorJanuary 17, 2017

Gregory L. Gaeddert

/s/ Michael B. High

  

Director

January 17, 2017
Michael B. High

/s/ Randee R. Koger

 DirectorJanuary 17, 2017
Randee R. KogerJune 4, 2018

/s/ Jerry P. Maland

Jerry P. Maland

  

Director

 January 17, 2017
Jerry P. MalandJune 4, 2018

/s/ Shawn D. Penner

Shawn D. Penner

  

Director

 January 17, 2017
Shawn D. PennerJune 4, 2018

/s/ Harvey R. Sorensen

Harvey R. Sorensen

  

Director

 January 17, 2017
Harvey R. SorensenJune 4, 2018

 

II-6


EXHIBIT INDEX

3.1Second Amended and Restated Articles of Incorporation of Equity Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to Equity Bancshares, Inc.’s Current Report on Form 8-K, filed with the SEC on May 3, 2016).
3.2Amended and Restated Bylaws of Equity Bancshares, Inc. (incorporated by reference to Exhibit 3.2 to Equity Bancshares, Inc.’s Registration Statement on Form S-1, filed with the SEC on October 9, 2015, File No. 333-207351).
4.1Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Equity Bancshares, Inc.’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on October 27, 2015, File No. 333-207351).
4.2Amended and Restated Registration Rights Agreement, dated November 16, 2015, by and between Equity Bancshares, Inc., Patriot Financial Partners, L.P., Patriot Financial Partners Parallel, L.P., Endicott Opportunity Partners III, L.P., Compass Island Investment Opportunities Fund A, L.P. and Compass Island Investment Opportunities Fund C, L.P. (incorporated by reference to Exhibit 10.1 to Equity Bancshares, Inc.’s Current Report on Form 8-K, filed with the SEC on November 19, 2015).
4.3Form of Registration Rights Agreement, dated as of December 19, 2016 (incorporated by reference to Exhibit 10.2 to Equity Bancshares, Inc.’s Current Report on Form 8-K, filed with the SEC on December 22, 2016).
5.1Opinion of Wise & Reber, L.C. regarding the legality of the securities being registered.
23.1Consent of Crowe Chizek LLP.
23.2Consent of Erwin & Company.
23.3Consent of Wise & Reber, L.C. (included as part of Exhibit 5.1).
24.1Power of Attorney (included on original signature page to this Registration Statement).