Equity Bancshares (NYSE: EQBK) holders back equity plan, add new director

Rhea-AI Filing Summary

Equity Bancshares, Inc. reported results of its Annual Meeting, where stockholders approved a Second Amendment to the 2022 Omnibus Equity Incentive Plan, increasing Class A common stock authorized for issuance under the plan by 1,000,000 shares.

Stockholders elected five Class III directors to serve until the 2029 annual meeting and gave advisory approval to executive compensation. They also ratified Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026. Following the meeting, the Board appointed D. Scott Rogerson as a Class I director and noted the previously announced retirement of director Randee R. Koger.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 1,000,000 shares Say-on-pay votes for: 10,134,760 votes Say-on-pay votes against: 5,339,154 votes +5 more

8 metrics

Equity plan share increase 1,000,000 shares Additional Class A common stock authorized under 2022 Omnibus Equity Incentive Plan

Say-on-pay votes for 10,134,760 votes Advisory approval of 2025 executive compensation

Say-on-pay votes against 5,339,154 votes Advisory vote on named executive officer pay

Equity plan amendment votes for 13,875,282 votes Approval of Second Amendment to 2022 Omnibus Equity Incentive Plan

Equity plan amendment votes against 1,609,920 votes Stockholder vote on additional plan shares

Auditor ratification votes for 18,053,940 votes Ratification of Crowe LLP for year ending December 31, 2026

Annual Meeting date April 21, 2026 Date of Equity Bancshares’ Annual Meeting of Stockholders

8-K signature date April 22, 2026 Date the report was signed by the Executive Vice President and CFO

Key Terms

2022 Omnibus Equity Incentive Plan, non-binding, advisory vote, Broker Non-Vote, independent registered public accounting firm, +1 more

5 terms

2022 Omnibus Equity Incentive Plan financial

"Second Amendment to the Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan"

non-binding, advisory vote regulatory

"approved, in a non-binding, advisory vote, the compensation paid"

Broker Non-Vote regulatory

"For | Against | Abstain | Broker Non-Vote"

independent registered public accounting firm regulatory

"ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

0001227500false0001227500dei:FormerAddressMember2026-04-212026-04-2100012275002026-04-212026-04-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2026

EQUITY BANCSHARES, INC.

(Exact name of Registrant as Specified in Its Charter)

Kansas			001-37624	72-1532188
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7701 East Kellogg Drive Suite 300
Wichita, Kansas				67207
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 316 612-6000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A, Common Stock, par value $0.01 per share		EQBK		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Second Amendment to Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan

On April 21, 2026, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Equity Bancshares, Inc. (the “Company”), the stockholders of the Company approved the Second Amendment (the “Amendment”) to the Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan (the “Incentive Plan”), which increased the number of shares of the Company’s Class A common stock authorized for issuance under the Incentive Plan by 1,000,000 shares. The Company’s board of directors (the “Board”) previously approved the Amendment, subject to stockholder approval. For a more detailed description of the Amendment, please refer to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 12, 2026 (the “Proxy Statement”). The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is included as Appendix A to the Proxy Statement and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.

Appointment of D. Scott Rogerson

Following the Annual Meeting on April 21, 2026, the Board elected D. Scott Rogerson to the Board effective April 21, 2026. Mr. Rogerson is the President, Corporate Operations and Chief Financial Officer of Lindsey Management Co, Inc., a property management firm located in Fayetteville, Arkansas. Mr. Rogerson graduated from the University of Arkansas with a Bachelor of Science in Business Administration and from the University of Tulsa with a Juris Doctorate. He is a member of the Arkansas and Oklahoma Bar Associations. He holds an active CPA license in Arkansas. Mr. Rogerson’s appointment fills the vacant Class I director position created by Ms. Koger’s retirement from the Board. Mr. Rogerson will join the Company’s Risk and Audit committees.

There are no arrangements or understandings pursuant to which Mr. Rogerson was elected as a director. Additionally, there are no related person transactions involving Mr. Rogerson that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities Exchange Commission. The Company will pay Mr. Rogerson board fees consistent with those fees received by the existing non-employee directors for service as a director of the Company.

Retirement of Randee R. Koger from Board of Directors

As previously reported, Randee R. Koger retired from the Board effective as of the Company’s 2026 Annual Meeting. Ms. Koger’s decision to retire from the Board did not arise or result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 21, 2026, Company held its Annual Meeting to consider and act upon the items listed below:

1.The stockholders of the Company elected the individuals listed below to serve as Class III members of the Company’s Board of Directors until the Company’s 2029 annual meeting of stockholders by the votes set forth in the table below:

	For	Against	Abstain	Broker Non-Vote
Leon H. Borck	10,731,420	4,737,720	26,327	2,638,685
C. Kendric Fergeson	15,433,057	36,083	26,327	2,638,685
Gregory L. Gaeddert	10,325,725	5,143,415	26,327	2,638,685
Benjamin M. Hutton	12,961,617	2,507,529	26,321	2,638,685
Lisa A. Schlehuber	15,444,046	24,957	26,464	2,638,685

2.The stockholders of the Company approved, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2025 by the votes set forth in the table below:

For	Against	Abstain	Broker Non-Vote
10,134,760	5,339,154	21,553	2,638,685

3.The stockholders of the Company approved the Second Amendment to the Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan to increase the number of shares available for issuance under such plan by the vote set forth in the table below:

For	Against	Abstain	Broker Non-Vote
13,875,282	1,609,920	10,265	2,638,685

4.The stockholders of the Company ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the votes set forth in the table below:

For	Against	Abstain
18,053,940	79,970	242

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Second Amendment to the 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 SEC on March 12, 2026).
104	Cover Page Interactive Data File

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			EQUITY BANCSHARES, INC.
Date:	April 22, 2026	By:	/s/ Chris M. Navratil
			Chris M. Navratil Executive Vice President and Chief Financial Officer

FAQ

What equity plan change did Equity Bancshares (EQBK) stockholders approve?

Stockholders approved a Second Amendment to the 2022 Omnibus Equity Incentive Plan, adding 1,000,000 shares of Class A common stock for potential equity awards. This increases the pool available for stock-based compensation to directors, executives, and employees under the existing plan framework.

Which directors were elected at Equity Bancshares (EQBK) 2026 Annual Meeting?

Stockholders elected Leon H. Borck, C. Kendric Fergeson, Gregory L. Gaeddert, Benjamin M. Hutton, and Lisa A. Schlehuber as Class III directors. They will serve on the Board until the company’s 2029 annual meeting of stockholders, based on the reported voting results.

Was Equity Bancshares (EQBK) executive compensation approved by stockholders?

Yes. In a non-binding advisory vote, stockholders approved compensation for named executive officers, with 10,134,760 votes for, 5,339,154 against, and 21,553 abstentions. This say-on-pay vote expresses stockholder views on the company’s 2025 executive pay program.

Who joined the Equity Bancshares (EQBK) Board after the 2026 meeting?

The Board appointed D. Scott Rogerson as a Class I director effective April 21, 2026. He serves as President, Corporate Operations and Chief Financial Officer of Lindsey Management Co., Inc. and will join the company’s Risk and Audit committees as a non-employee director.

Which auditing firm did Equity Bancshares (EQBK) stockholders ratify?

Stockholders ratified Crowe LLP as Equity Bancshares’ independent registered public accounting firm for the year ending December 31, 2026. The ratification received 18,053,940 votes for, 79,970 against, and 242 abstentions, indicating strong support for the auditor selection.

Did any Equity Bancshares (EQBK) director retire at the 2026 Annual Meeting?

Yes. Randee R. Koger retired from the Board effective at the 2026 Annual Meeting. The company states her decision to retire did not result from any disagreement regarding operations, policies, or practices, and her seat was subsequently filled by D. Scott Rogerson.

Filing Exhibits & Attachments

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