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)

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):

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

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

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:

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

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

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:

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:

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:

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:

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.

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)
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	%

(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:

We may issue shares

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:

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:

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).

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.

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:

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:

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:

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 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:

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.

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.

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

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Item 17. Undertakings

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.

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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.

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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.

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EXHIBIT INDEX