Equity Bancshares Inc.
05/22/2026 | Press release | Distributed by Public on 05/22/2026 15:26
Initial Registration Statement for Employee Benefit Plan (Form S-8)
As filed with the Securities and Exchange Commission on May 22, 2026
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)
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Kansas |
72-1532188 |
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(State of other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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7701 East Kellogg Drive, Suite 300 Wichita, Kansas |
67207 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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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").
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging Growth Company |
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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
Equity Bancshares, Inc. (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 Second 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) pursuant to which 760,000 shares of its Common Stock were registered for issuance under the Plan, and on May 3, 2024 (Registration No. 333-279114) pursuant to which an additional 1,000,000 shares of its Common Stock were registered for issuance under the Plan (together, the "Earlier Registration Statements"). Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statements 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 18, 2026 and became effective upon the approval of the Company's stockholders on April 21, 2026 at the Company's 2026 Annual Meeting of Stockholders. The maximum aggregate number of shares of Common Stock issuable under the Plan is 2,760,000.
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
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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:
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(a) |
the Company's Annual Report on Form 10-K (the "Annual Report") for the year ended December 31, 2025, filed with the Commission on March 6, 2026, as amended by the Form 10-K/A filed with the Commission on March 10, 2026; |
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(b) |
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Commission on May 8, 2026; |
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(c) |
the information specifically incorporated by reference into the Annual Report from the Company's Definitive Proxy Statement Schedule 14A for the 2026 Annual Meeting of Shareholders filed with the Commission on March 12, 2026; |
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(d) |
the Company's Current Reports on Form 8-K filed with the Commission on January 2, 2026, January 22, 2026, February 17, 2026, February 23, 2026, March 18, 2026 and April 22, 2026 (excluding any portions thereof which are deemed "furnished" rather than filed with the Commission); |
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(e) |
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 |
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(f) |
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.
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Item 8. |
Exhibits. |
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Exhibit No. |
Description |
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3.1 |
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3.2 |
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4.1 |
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5.1* |
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23.1* |
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23.2* |
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23.3* |
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24.1* |
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99.1 |
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99.2 |
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99.3 |
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107* |
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* |
Filed herewith. |
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 22, 2026.
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EQUITY BANCSHARES, INC. |
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By: |
/s/ Brad S. Elliott |
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Name |
Brad S. Elliott |
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Title: |
Chairman and Chief Executive Officer |
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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 |
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/s/ Brad S. Elliott Brad S. Elliott |
Chairman and Chief Executive Officer (Principal Executive Officer) |
May 22, 2026 |
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/s/ Chris M. Navratil Chris M. Navratil |
Chief Financial Officer |
May 22, 2026 |
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/s/ Leon H. Borck * Leon H. Borck |
Director |
May 22, 2026 |
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/s/ Kevin E. Cook * Kevin E. Cook |
Director |
May 22, 2026 |
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/s/ Junetta M. Everett * Junetta M. Everett |
Director |
May 22, 2026 |
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/s/ Clint Kendric Fergeson * Clint Kendric Fergeson |
Director |
May 22, 2026 |
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/s/ Gregory L. Gaeddert * Gregory L. Gaeddert |
Director |
May 22, 2026 |
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/s/ Benjamin J. Hutton * Benjamin J. Hutton |
Director |
May 22, 2026 |
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/s/ Gregory H. Kossover * Gregory H. Kossover |
Director |
May 22, 2026 |
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/s/ James S. Loving * James S. Loving |
Director |
May 22, 2026 |
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/s/ Jerry P. Maland * Jerry P. Maland |
Director |
May 22, 2026 |
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/s/ Shawn D. Penner * Shawn D. Penner |
Director |
May 22, 2026 |
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/s/ D. Scott Rogerson * D. Scott Rogerson |
Director |
May 22, 2026 |
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/s/ Lisa A. Schlehuber * Lisa A. Schlehuber |
Director |
May 22, 2026 |
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*By: /s/ Chris M. Navratil Attorney-in-fact May 22, 2026 |
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Equity Bancshares Inc. published this content on May 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 22, 2026 at 21:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]