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Equity Bancshares outlines proposed Lincoln Bancorp merger

Equity Bancshares describes legal disclosures and an upcoming Form S-4 registration for shares to be issued in its proposed merger with Lincoln Bancorp.

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Form Type
425

Rhea-AI Filing Summary

Equity Bancshares, Inc. (EQBK) outlines disclosure and process steps for its proposed merger with Lincoln Bancorp. The company describes extensive forward-looking statement language, emphasizing that expectations about the merger and future performance are subject to numerous risks and uncertainties, including regulatory approvals, shareholder approvals, integration challenges and competitive conditions.

Equity Bancshares plans to file a registration statement on Form S-4 with the SEC to register shares of its Class A common stock that would be issued to Lincoln shareholders, and that Form S-4 will include a proxy statement/prospectus for Lincoln shareholders. Investors are directed to review the Form S-4, proxy statement/prospectus and other SEC filings when available, and the communication clarifies that it does not constitute an offer or solicitation to buy or sell securities or to solicit any vote.

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Customer communication date September 18, 2026 Date of the Lincoln Savings Bank email to customers discussing the proposed merger
Form 10-K filing date March 6, 2026 Date of Equity Bancshares’ Annual Report on Form 10-K referenced for risk factors
Investor relations phone number (316) 612-6000 Contact number provided for obtaining Equity Bancshares’ SEC documents
forward-looking statements regulatory
"This communication may contain forward-looking statements within the meaning of"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
safe harbor provisions regulatory
"intended to be covered by the safe harbor provisions provided by the"
Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.
registration statement on Form S-4 regulatory
"intends to file with the SEC a registration statement on Form S-4 to register"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
proxy statement/prospectus regulatory
"The registration statement will include a proxy statement/prospectus, which will be"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
Private Securities Litigation Reform Act of 1995 regulatory
"safe harbor provisions provided by the Private Securities Litigation Reform Act of 1995"
Offering Type merger

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction involving EQBK and Lincoln Bancorp is discussed in this communication?

The communication discusses Lincoln Bancorp’s proposed merger with Equity Bancshares, Inc. (EQBK), under which Equity plans to issue shares of its Class A common stock to Lincoln shareholders, subject to required regulatory and shareholder approvals and other closing conditions.

What SEC filing will EQBK use to register shares for the Lincoln Bancorp merger?

Equity Bancshares intends to file a registration statement on Form S-4 with the SEC to register the shares of its Class A common stock that will be issued to shareholders of Lincoln Bancorp in connection with the proposed merger.

What documents should EQBK and Lincoln investors read about the proposed merger?

Investors are urged to read the Form S-4 registration statement, the proxy statement/prospectus included in it, and any other relevant documents filed with the SEC because they will contain important information about Equity Bancshares, Lincoln Bancorp and the proposed transaction.

Does this EQBK communication constitute an offer to buy or sell securities?

No. The communication states it is for informational purposes only and does not constitute an offer or solicitation to subscribe for, buy or sell any securities, or a solicitation of any vote or approval, and any offer would only be made by a prospectus meeting Securities Act requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FILED BY EQUITY BANCSHARES, INC.

PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933

SUBJECT COMPANY: LINCOLN BANCORP

EQUITY BANCSHARES, INC. COMMISSION FILE NO. 001-37624

The following is an email that Lincoln Savings Bank sent to its customers on September 18, 2026, which discusses, among other things, Lincoln Bancorp’s (“Lincoln”) proposed merger with Equity Bancshares, Inc. (“Equity” or the “Company”):

 

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Forward-Looking Statements

This communication may contain forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and are intended to be covered by the safe harbor provisions provided by the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements reflect the current views of Equity’s management with respect to, among other things, future events and Equity’s 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 the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Accordingly, the Company cautions 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 the Company believes 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. Factors that could cause actual results to differ materially from the Company’s expectations include competition from other financial institutions and bank holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses; and similar variables. The foregoing list of factors is not exhaustive. In addition, the following factors, among others, related to the transaction between the Company and Lincoln could cause actual outcomes and results to differ materially from forward-looking statements or historical performance: the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where companies do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; Lincoln and the Company’s ability to obtain required governmental approvals of the proposed transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely affect the expected benefits of the proposed transaction; the failure to obtain the necessary approvals by the shareholders of Lincoln; the failure to satisfy other conditions to completion of the proposed merger, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the transaction; the business, economic and political conditions in the markets in which the parties operate; the risk that the proposed combination could have an adverse effect the parties’ ability to retain customers and retain or hire key personnel and maintain relationships with customers; the risk that the combination may be more difficult, time-consuming or expensive than anticipated; and other factors that may affect future results of the Company.

For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2026, as amended, and any updates to those risk factors set forth in the Company’s subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. 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 the Company does 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, the Company cannot assess the impact of each factor on the Company’s 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 communication 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 the Company or persons acting on the Company’s behalf may issue.


Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 to register the shares of the Company’s Class A common stock to be issued to the shareholders of Lincoln. The registration statement will include a proxy statement/prospectus, which will be sent to the shareholders of Lincoln seeking their approval of the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, LINCOLN AND THE PROPOSED TRANSACTION. The documents filed by the Company with the SEC may be obtained free of charge at the Company’s investor relations website at investor.equitybank.com or at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from the Company upon written request to Equity Bancshares, Inc., Attn: Investor Relations, 7701 East Kellogg Drive, Suite 300, Wichita, Kansas 67207 or by calling (316) 612-6000.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

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