Equity Bancshares (NYSE: EQBK) signs stock-and-cash deal for Frontier

Rhea-AI Filing Summary

Equity Bancshares, Inc. entered into an Agreement and Plan of Reorganization to acquire Frontier Holdings, LLC, parent of Frontier Bank. The structure uses a merger subsidiary that will merge into Frontier, followed by the merger of Frontier into Equity Bancshares and, later, the merger of Frontier Bank into Equity Bank.

At closing, outstanding Frontier units are expected to convert into 2,220,000 shares of Equity Bancshares Class A common stock and $32,500,000 in cash, with the cash amount subject to reduction if Frontier’s adjusted consolidated capital, surplus and retained earnings are below $99,416,508. Equity Bancshares’ obligation to close also depends on Frontier Equity being at least $90,000,000 after specified adjustments.

The deal is subject to member approval at Frontier, required regulatory and third‑party consents, NYSE listing of the new shares, tax opinions and other customary closing conditions, and may be terminated if not completed by June 30, 2026 or upon certain adverse events. Voting and support agreements cover about 60% of Frontier units, committing those holders to back the transaction.

Insights

Bank M&A and capital structure analyst

Equity Bancshares signs stock-and-cash deal to acquire Frontier, with capital-based price protections.

Equity Bancshares has agreed to acquire Frontier Holdings, paying 2,220,000 shares of Class A common stock plus $32,500,000 in cash to Frontier’s members. The consideration mix means existing shareholders face both share issuance and cash outlay, while the minimum Frontier Equity tests ($99,416,508 benchmark and $90,000,000 closing condition) aim to align the price with Frontier’s tangible capital at completion.

The transaction remains contingent on Frontier member approval, multiple regulatory and third‑party consents, NYSE authorization for the new shares and tax opinions that the merger qualifies as a Section 368(a) reorganization. A long stop date of June 30, 2026 and termination rights for material adverse changes or regulatory disapproval underline execution risk typical for bank M&A.

A Frontier Voting Agreement and Support Agreement cover members owning about 60% of Frontier units, committing those holders to vote for the merger and restricting transfers, which increases visibility on member approval. Actual impact for Equity Bancshares’ shareholders will depend on post‑closing integration of Frontier Bank into Equity Bank and the company’s ability to realize the contemplated benefits described in its forward‑looking statements.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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Accepted by SEC EDGAR 09/02/2025 - 07:02 AM Learn about SEC filing dates

FAQ

What transaction did Equity Bancshares (EQBK) announce in this 8-K?

Equity Bancshares, Inc. disclosed that it entered into an Agreement and Plan of Reorganization to acquire Frontier Holdings, LLC, the parent company of Frontier Bank. The deal uses a multi-step merger structure that will ultimately combine Frontier Bank into Equity Bank.

What are Frontier’s members expected to receive in the Equity Bancshares (EQBK) acquisition?

At the effective time of the merger, outstanding Frontier units are expected to convert into the right to receive 2,220,000 shares of Equity Bancshares Class A common stock and $32,500,000 in cash, without interest. The cash portion can be reduced if Frontier’s adjusted consolidated capital, surplus and retained earnings are below $99,416,508.

What financial conditions must be met for Equity Bancshares (EQBK) to close the Frontier deal?

Among other conditions, Equity Bancshares’ obligation to close is subject to Frontier Equity—Frontier’s consolidated capital, surplus and retained earnings less intangible assets and adjusted for specified items—being at least $90,000,000. The Agreement also includes a minimum equity benchmark of $99,416,508 that can reduce the cash consideration if not met.

What approvals and consents are required for the Equity Bancshares–Frontier transaction to be completed?

Closing is conditioned on Frontier member approval, receipt of required regulatory and third‑party consents, effectiveness of a Form S-4 registration statement, NYSE listing authorization for the new Equity Bancshares shares, and each party receiving a tax opinion that the merger qualifies as a Section 368(a) reorganization, along with customary accuracy and performance conditions.

What are the key termination rights and outside date for the Equity Bancshares (EQBK) and Frontier merger agreement?

Either party may terminate the Agreement by mutual written consent, if closing conditions are not satisfied or waived by June 30, 2026, if required regulatory approvals are denied, in the event of specified material adverse changes, or for certain covenant or representation breaches. Equity Bancshares also may terminate if Frontier enters into or faces certain administrative actions with a governmental entity.

How do the Frontier Voting Agreement and Support Agreement affect the Equity Bancshares (EQBK) transaction?

Certain Frontier members, who collectively own about 60% of outstanding Frontier units, signed a Voting Agreement and a Support Agreement. These agreements require them to vote their units in favor of the merger and related transactions, vote against alternative deals, and adhere to transfer and other restrictive covenants until completion or termination of the transaction.

EQUITY BANCSHARES INC false 0001227500 0001227500 2025-08-29 2025-08-29

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): August 29, 2025

EQUITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Kansas		001-37624		72-1532188
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

7701 East Kellogg Drive, Suite 300 Wichita, KS		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: Not Applicable

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		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 1.01 Entry into a Material Definitive Agreement

Agreement and Plan of Reorganization

On August 29, 2025, Equity Bancshares, Inc. (the “Company”), a Kansas corporation and the parent company of Equity Bank (“Equity Bank”), a Kansas state bank, entered into an Agreement and Plan of Reorganization (the “Agreement”), by and among the Company, Winston Merger Sub, Inc. (“Merger Sub”), a Nebraska corporation and a wholly owned subsidiary of the Company, and Frontier Holdings, LLC (“Frontier”), a Nebraska corporation and the parent company of Frontier Bank (“Frontier Bank”), a Nebraska state bank.

Subject to the terms and conditions set forth in the Agreement, Merger Sub will merge with and into Frontier (the “Merger”), with Frontier surviving as a wholly owned subsidiary of the Company. Immediately following the Merger, the Company will cause Frontier to merge with and into the Company, with the Company surviving (the “Second Step Merger”). Following the Second Step Merger, or at such later time as the Company may determine, Frontier Bank will merge with and into Equity Bank, with Equity Bank surviving.

Subject to the terms and conditions set forth in the Agreement, at the effective time of the Merger, the outstanding units of Frontier (“Frontier Units”), will be converted into the right to receive, without interest, (i) 2,220,000 shares of the Company’s Class A common stock, par value $0.01 per share (“Common Stock”) and (ii) $32,500,000 in cash. The cash consideration is subject to reduction in the event that Frontier does not deliver a minimum of $99,416,508 (the “Minimum Equity”) of consolidated capital, surplus and retained earnings accounts less all intangible assets, and adjusted to reflect certain merger costs, income and other specified items described in the Agreement (“Frontier Equity”).

The Agreement contains customary representations and warranties from both the Company and Frontier, and each party has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Agreement and the closing of the Merger, Frontier’s obligation to recommend that its members approve the Agreement and the transactions contemplated thereby, and Frontier’s non-solicitation obligations relating to alternative acquisition proposals.

Completion of the Merger is subject to certain customary conditions, including, among others, (i) subject to certain exceptions, the accuracy of the representations and warranties of each party, (ii) performance in all material respects by each party of its obligations under the Agreement, (iii) the delivery of required closing documents, (iv) approval of the Agreement by Frontier’s members; (v) receipt of required regulatory and other third-party consents or approvals, (vi) the absence of any statute, rule, regulation, order, injunction or other action prohibiting the consummation of the Merger, (vii) the Registration Statement on Form S-4 (the “Registration Statement”) becoming effective under the Securities Act of 1933, as amended, (viii) authorization for listing on the NYSE of the shares of Common Stock to be issued in the Merger, and (ix) each party’s receipt of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The Company’s obligation to complete the Merger is also subject to, among other things, the Frontier Equity, after adjusting for the items specified in the Agreement, being at least $90,000,000.

The Agreement provides certain termination rights for both the Company and Frontier. The Agreement provides that either the Company or Frontier may terminate the Agreement if, subject to the terms of the Agreement, (i) mutual written consent is given by both parties, (ii) the conditions to the party’s obligations to close the Merger have not been satisfied or waived by June 30, 2026, (iii) the transactions contemplated by the Agreement are disapproved by any regulatory agency whose approval is required, (iv) there has been any material adverse change with respect to the other party, or (iv) the other party has breached its respective covenants or agreements or any of the representations or warranties set forth in the Agreement. The Agreement also provides that the Company may terminate the Agreement if Frontier enters into any formal or informal administrative action with a governmental entity or any such action is threatened.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

The representations, warranties and covenants of each party set forth in the Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting

parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation of the Merger, unless otherwise specified therein, and (2) were made only as of the date of the Agreement or such other date as is specified in the Agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Agreement is included with this filing only to provide investors with information regarding the terms of the Agreement, and not to provide investors with any other factual information regarding the Company or Frontier, their respective affiliates or their respective businesses. The Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Frontier, their respective affiliates or their respective businesses, the Agreement and the Merger as well as the information in the Form 10-K, Forms 10-Q, Forms 8-K and other filings that the Company makes with the Securities and Exchange Commission (the “SEC”).

Frontier Voting Agreement. In connection with entering into the Agreement, the Company entered into a Voting Agreement with Frontier, Brad S. Elliott, as proxy, and certain members of Frontier (the “Frontier Voting Agreement”). The members that are party to the Frontier Voting Agreement beneficially own in the aggregate approximately 60% of the outstanding Frontier Units. The Frontier Voting Agreement requires, among other things, that the members party thereto vote all of their Frontier Units in favor of the Merger and the other transactions contemplated by the Agreement and against alternative transactions and generally prohibits them from transferring their units of Frontier prior to the termination of the Frontier Voting Agreement. The Frontier Voting Agreement will terminate upon the earlier of the termination of the Agreement in accordance with its terms or the completion of the transactions contemplated by the Agreement.

The foregoing description of the Frontier Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Frontier Voting Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Frontier Support Agreement. In connection with entering into the Agreement, certain members of Frontier have entered into a Support Agreement with the Company (the “Frontier Support Agreement”) pursuant to which they agreed to support the transaction and to certain additional restrictive covenants.

The foregoing description of the Frontier Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Frontier Support Agreement, which is attached hereto as Exhibit 10.2 and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On September 2, 2025, the Company issued a national press release and a local press release announcing the execution of the Agreement. A copy of the national release is furnished as Exhibit 99.1 and is incorporated by reference herein, and a copy of the local release is furnished as Exhibit 99.2 and is incorporated by reference herein. On September 2, 2025, the Company also provided supplemental information regarding the transaction in connection with a presentation to analysts and investors. A copy of the investor presentation is furnished as Exhibit 99.3 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Reorganization, dated August 29, 2025, by and among Equity Bancshares, Inc., Winston Merger Sub, Inc., and Frontier Holdings, LLC.*
10.1		Form of Voting Agreement, dated as of August 29, 2025, by and among Equity Bancshares, Inc., Brad S. Elliott, Frontier Holdings, LLC and the members party thereto.
10.2		Form of Support Agreement, dated as of August 29, 2025, by and among Equity Bancshares, Inc. and the members party thereto.
99.1		Press Release (National), dated September 2, 2025.
99.2		Press Release (Local), dated September 2, 2025.
99.3		Investor Presentation, dated September 2, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request.

Forward-Looking Statements

This Current Report on Form 8-K 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. These forward-looking statements reflect the current views of the Company’s management with respect to, among other things, the expected benefits of the proposed transaction, future events and the Company’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,” “assume,” “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; the possibility that the expected benefits related to the proposed transaction may not materialize as expected; the proposed transaction not being timely completed, if completed at all; prior to the completion of the proposed transaction, the business of Frontier experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities, difficulty retaining key employees; the ability to obtain regulatory approval of the transactions contemplated by either the Agreement; and the ability to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all. The foregoing list of factors is not exhaustive.

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 7, 2025 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 Current Report on Form 8-K 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.

Important Additional Information

The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval.

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 Common Stock to be issued to the members of Frontier. The registration statement will include a proxy statement/prospectus, which will be sent to the members of Frontier 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 BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FRONTIER 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.

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: September 2, 2025				By:		/s/ Brad S. Elliott
						Brad S. Elliott
						Chief Executive Officer