EQBK Equity Bancshares Inc

As filed with the Securities and Exchange Commission on May 3, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EQUITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Kansas		72-1532188
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7701 East Kellogg Drive, Suite 300 Wichita, Kansas		67207
(Address of Principal Executive Offices)		(Zip Code)

Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan

(Full title of the plan)

Brad S. Elliott

Chairman and Chief Executive Officer

Equity Bancshares, Inc.

7701 East Kellogg Drive, Suite 300

Wichita, Kansas 67207

(Name and address of agent for service)

(316) 612-6000

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

Copies to:

Blake H Redwine, Esq.

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

(214) 855-7425

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging Growth Company		☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.						☐

 

 

 

 

 

 

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EXPLANATORY NOTE

The Company is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an additional 1,000,000 shares of its Class A common stock, par value $0.01 per share (“Common Stock”) pursuant to the First Amendment to the Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan (the “Plan”). The Company previously filed a Registration Statement on Form S-8 with the Commission on May 16, 2022 (Registration No. 333-264988) (the “Earlier Registration Statement”) pursuant to which 760,000 shares of its Common Stock were registered for issuance under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference and made part of this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein. The Plan, as amended, was unanimously adopted by the Company’s board of directors on February 21, 2024 and became effective upon the approval of the Company’s stockholders on April 23, 2024 at the Company’s 2024 Annual Meeting of Stockholders. The maximum aggregate number of shares of Common Stock issuable under the Plan is 1,760,000.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. Pursuant to Rule 428(b)(1) and the requirements of Part I of Form S-8, the documents containing such information are not being filed with the Commission either as part of this Registration Statement or as prospectuses (or prospectus supplements) pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents have been filed by the Company with the Commission and are incorporated by reference into this Registration Statement and will be deemed to be a part hereof:

 

(a)	the Company’s Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2023, filed with the Commission on March 7, 2024;
(b)	the information specifically incorporated by reference into the Annual Report from the Company’s Definitive Proxy Statement Schedule 14A for the 2024 Annual Meeting of Shareholders filed with the Commission on March 14, 2024;
(c)	the Company’s Current Reports on Form 8-K filed with the Commission on January 29, 2024, February 12, 2024, February 14, 2024, March 18, 2024, April 16, 2024, April 22, 2024, and April 24, 2024 (excluding any portions thereof which are deemed “furnished” rather than filed with the Commission);
(d)	all other reports of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the annual report referred to in (a) above; and
(e)	the description of the Company’s Class A common stock, par value $0.01 per share, contained in the Company’s Registration Statement on Form 8-A (File No. 001-37624), filed with the Commission on November 6, 2015 (including any amendments or reports filed for the purpose of updating such description).

 

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

 

 

 

 

 

 

Item 8.		Exhibits.

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Exhibit No.		Description
3.1		Second Amended and Restated Articles of Incorporation of Equity Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to Equity Bancshares, Inc.’s Current Report on Form 8-K, filed with the Commission on May 3, 2016).
.
3.2		Amended and Restated Bylaws of Equity Bancshares, Inc. (incorporated by reference to Exhibit 3.2 to Equity Bancshares, Inc.’s Registration Statement on Form S-1, filed with the Commission on October 9, 2015, File No. 333-207351).
4.1		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Equity Bancshares, Inc.’s Amendment No. 1 to Registration Statement on Form S-1, filed with the Commission on October 27, 2015, File No. 333-207351).
5.1*		Opinion of Wise & Reber, L.C. as to the legality of the securities being registered.
23.1*		Consent of Wise & Reber, L.C. (included as part of Exhibit 5.1 hereto).
23.2*		Consent of Crowe LLP.
24.1*		Power of Attorney.
99.1		First Amendment to Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan (incorporated by reference to Appendix A to Equity Bancshares, Inc.’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 14, 2024).
107*		Filing Fee Table

*	Filed herewith.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wichita, State of Kansas, on May 3, 2024.

EQUITY BANCSHARES, INC.
By:		/s/ Brad S. Elliott
Name:		Brad S. Elliott
Title:		Chairman and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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Signature		Title		Date
/s/ Brad S. Elliott Brad S. Elliott		Chairman and Chief Executive Officer (Principal Executive Officer)		May 3, 2024
/s/ Chris M. Navratil Chris M. Navratil		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		May 3, 2024
/s/ Leon H. Borck * Leon H. Borck	Director			May 3, 2024
/s/ Kevin E. Cook * Kevin E. Cook		Director		May 3, 2024
/s/ Junetta M. Everett * Junetta M. Everett		Director		May 3, 2024
/s/ Gregory L. Gaeddert * Gregory L. Gaeddert		Director		May 3, 2024
/s/ Benjamin J. Hutton * Benjamin J. Hutton		Director		May 3, 2024
/s/ Randee R. Koger * Randee R. Koger		Director		May 3, 2024
/s/ Gregory H. Kossover * Gregory H. Kossover		Director		May 3, 2024
/s/ James S. Loving * James S. Loving		Director		May 3, 2024
/s/ Jerry P. Maland * Jerry P. Maland		Director		May 3, 2024
/s/ Shawn D. Penner * Shawn D. Penner		Director		May 3, 2024
*By: /s/ Chris M. Navratil Attorney-in-fact May 3, 2024

 

 

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May 3, 2024

Equity Bancshares, Inc.

7701 East Kellogg Drive, Suite 300

Wichita, Kansas 67207

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special counsel to Equity Bancshares, Inc., a Kansas corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on May 3, 2024, relating to the registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 1,000,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (“Common Stock”), that may be issued under the First Amendment to the Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan (the “Plan”).

 

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct, and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

 

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Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and that, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which the Shares relate, the Shares will be validly issued, fully paid, and non-assessable.

 

This opinion is limited in all respects to the Kansas General Corporation Code. We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof, and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

 

The opinions expressed herein are rendered to you in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon them pursuant to the applicable provisions of the Act. The opinions expressed herein may not be relied upon by you or any other person, firm or corporation for any other purpose.

 

This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

 

Very truly yours,

 

/s/ WISE & REBER, L.C.

 

 

 

 

 

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May 3, 2024

 

Equity Bancshares, Inc.

7701 East Kellogg Drive, Suite 300

Wichita, Kansas 67207

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special counsel to Equity Bancshares, Inc., a Kansas corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on May 3, 2024, relating to the registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 1,000,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (“Common Stock”), that may be issued under the First Amendment to the Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan (the “Plan”).

 

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

 

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct, and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

 

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Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and that, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which the Shares relate, the Shares will be validly issued, fully paid, and non-assessable.

 

This opinion is limited in all respects to the Kansas General Corporation Code. We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof, and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

 

The opinions expressed herein are rendered to you in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon them pursuant to the applicable provisions of the Act. The opinions expressed herein may not be relied upon by you or any other person, firm or corporation for any other purpose.

 

This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

 

Very truly yours,

 

/s/ WISE & REBER, L.C.

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Equity Bancshares, Inc. of our report dated March 7, 2024 relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Equity Bancshares, Inc. for the year ended December 31, 2023.

 

 

 

Crowe LLP

 

Indianapolis, Indiana May 3, 2024

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POWER OF ATTORNEY

Each person whose signature appears below appoints Brad S. Elliott and Chris M. Navratil, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorneys-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, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorneys-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 said attorneys-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, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.

 

Signature		Title		Date
/s/ Brad S. Elliott Brad S. Elliott		Chairman and Chief Executive Officer (Principal Executive Officer)		April 29, 2024
/s/ Chris M. Navratil Chris M. Navratil		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		April 29, 2024
/s/ Leon H. Borck Leon H. Borck	Director			April 29, 2024
/s/ Kevin E. Cook Kevin E. Cook		Director		April 29, 2024
/s/ Junetta M. Everett Junetta M. Everett		Director		April 29, 2024
/s/ Gregory L. Gaeddert Gregory L. Gaeddert		Director		April 29, 2024
/s/ Benjamin J. Hutton Benjamin J. Hutton		Director		April 29, 2024
/s/ Randee R. Koger Randee R. Koger		Director		April 30, 2024
/s/ Gregory H. Kossover Gregory H. Kossover		Director		April 29, 2024
/s/ James S. Loving James S. Loving		Director		April 29, 2024
/s/ Jerry P. Maland Jerry P. Maland		Director		April 29, 2024
/s/ Shawn D. Penner Shawn D. Penner		Director		April 29, 2024

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CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

 

Equity Bancshares, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A Common Stock, par value $0.01 per share	Rule 457(c) and Rule 457(h)	1,000,000	$33.17	$33,170,000	$147.60 per million dollars	$4,895.89
Total Offering Amounts					$33,170,000		$4,895.89
Total Fee Offsets					-	-	-
Net Fee Due							$4,895.89

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional indeterminable number of shares of Equity Bancshares, Inc.’s (the “Company”) Class A common stock, par value $0.01 per share (“Common Stock”), that may become issuable pursuant to the Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the registrant’s receipt of consideration, which results in an increase in the number of outstanding shares of the registrant’s Common Stock.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act. The maximum offering price per share and the maximum aggregate offering price are based on a price of $33.17 per share, which is the average of the high and low sales prices of shares of Common Stock on the New York Stock Exchange (“NYSE”) on April 30, 2024.

 

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