[144] Fifth Third Bancorp SEC Filing

Rhea-AI Filing Summary

Equity Bancshares, Inc. (NYSE: EQBK) filed an 8-K on 2 July 2025 to disclose several closing actions tied to its previously announced merger with NBC Corp. of Oklahoma.

• Material Definitive Agreement (Item 1.01): EQBK executed a Registration Rights Agreement with former NBC shareholders. The company will use “commercially reasonable efforts” to file and bring effective an SEC shelf registration that will allow those shareholders to resell the EQBK shares received in the merger on a Rule 415 continuous basis.
• Unregistered Equity Issuance (Item 3.02): EQBK issued 1,729,783 Class A common shares as merger consideration, relying on the private-placement exemption under Section 4(a)(2) of the Securities Act.
• Board Appointment (Item 5.02): C. Kendric Fergeson, former Chairman & CEO of NBC, joins both the EQBK and Equity Bank boards effective 3 July 2025 and will sit on the Risk Committee. He will receive standard non-employee director compensation; no related-party transactions were reported.
• Exhibits (Item 9.01): 2.1 – Agreement & Plan of Reorganization (previously filed); 10.1 – Registration Rights Agreement; 104 – Inline XBRL cover data.

The 8-K finalises the legal mechanics of the NBC acquisition, adds a seasoned community-bank leader to governance, and increases EQBK’s share count via a privately placed issuance that will shortly become freely tradeable once the shelf registration is declared effective.

Positive

• Merger completion eliminates deal uncertainty and supports strategic market expansion into Oklahoma.
• Registration Rights Agreement provides transparent liquidity path for new shareholders, reducing potential legal friction.
• Appointment of experienced community-bank executive C. Kendric Fergeson to the board strengthens governance and risk oversight.

Negative

• Issuance of 1,729,783 unregistered shares increases the float and could be dilutive to existing shareholders.
• Potential share-price overhang once the resale shelf is effective, as former NBC owners may sell positions.

Insights

M&A Specialist

TL;DR: Merger closed, registration rights granted; integration moves ahead, governance strengthened.

Completion of the NBC transaction removes execution risk and should accelerate EQBK’s Oklahoma expansion strategy. Registration rights are standard but give former NBC owners liquidity once a shelf is effective, potentially expediting post-deal share dispersion. Issuing 1.73 million shares is a modest cost for the assumed asset base and may prove earnings-accretive once synergies are realised. Adding NBC’s long-time CEO to EQBK’s board preserves local knowledge, a positive for cultural integration.

Securities Analyst

TL;DR: Share count up; resale shelf may create overhang, but strategic footprint expands.

The private issuance increases outstanding shares and, once registered, could pressure the stock as former NBC holders monetize positions. However, the transaction broadens EQBK’s market presence and should enhance deposit diversity. No immediate financial metrics were provided, so dilution vs. earnings accretion cannot yet be quantified. Governance changes appear routine and low-risk.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Lynch 312 Walnut St Cincinnati OH 45202	5000	217600.00	667492181	07/08/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	04/15/2025	Restricted Stock Units	Emerson Brumback			5000	07/08/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Emerson Brumback 13635 Carnoustie Cir Dade City FL 33525	Common	04/28/2025	9900	352338.16

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many new shares did Equity Bancshares (EQBK) issue for the NBC merger?

EQBK issued 1,729,783 Class A common shares to former NBC shareholders.

What is contained in the Registration Rights Agreement disclosed by EQBK?

EQBK agreed to file and seek effectiveness of a shelf registration so NBC shareholders can resell their EQBK shares under Rule 415.

Who joined Equity Bancshares' board after the NBC merger?

C. Kendric Fergeson, former NBC Chairman & CEO, was appointed to EQBK’s board and Risk Committee effective 3 July 2025.

Was the share issuance registered with the SEC?

No. The shares were issued under the Section 4(a)(2) private-placement exemption; a resale registration will follow.

Which exhibits were filed with the EQBK 8-K dated July 2, 2025?

Exhibit 2.1: Agreement & Plan of Reorganization; Exhibit 10.1: Registration Rights Agreement; Exhibit 104: Inline XBRL cover data.