S-4

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-4 1 d166974ds4.htm S-4 S-4

As filed with the Securities and Exchange Commission on June 11, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EQUITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Kansas

6022

72-1532188

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

7701 East Kellogg Drive, Suite 300

Wichita, Kansas 67207

(316) 612-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brad S. Elliott

Chairman and Chief Executive Officer

Equity Bancshares, Inc.

Wichita, Kansas 67207

(316) 612-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael G. Keeley, Esq.

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201-7932

(214) 855-3906

McGregor K. Johnson, Esq.

Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106

(816) 691-2485

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.

If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

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 Exchange Act.

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. ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered⁽¹⁾	Proposed maximum offering price per share	Proposed maximum aggregate offering price⁽²⁾	Amount of registration fee⁽³⁾
Class A Common Stock, par value $0.01 per share	2,486,113	N/A	$82,589,473.56	$9,010.51

(1)

Represents the maximum number of shares of the Registrant’s common stock that could be issued in connection with the merger described herein. The number of shares included in the registration fee table does not include the additional shares of common stock that could be issued, upon the Registrant’s election, to avoid the termination of the merger agreement by American State Bancshares, Inc. due to a decrease below certain specified thresholds of the volume weighted average price of the Registrant’s common stock over a specified period of time, pursuant to the merger agreement and described in more detail elsewhere in this proxy statement/prospectus. The shares that could be issued in that context cannot be determined at this time.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and computed pursuant to Rule 457(f)(2) under the Securities Act, by multiplying the book value of American State Bancshares, Inc.’s common stock of $81.87 per share as of March 31, 2021, the latest practicable date prior to the date of filing this registration statement, by 1,008,788, the maximum number of shares of American State Bancshares, Inc.’s common stock to be cancelled in the merger described herein.

(3)	Calculated by multiplying the estimated aggregate offering price of securities to be registered by 0.0001091.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities, and it is not soliciting to buy these securities, in any state where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED JUNE 11, 2021

PROXY STATEMENT/PROSPECTUS




Prospectus of Equity Bancshares, Inc.		Proxy Statement of American State Bancshares, Inc.

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

To Shareholders of American State Bancshares, Inc.:

On May 14, 2021, Equity Bancshares, Inc., a Kansas corporation (“Equity”), Greyhound Merger Sub, Inc., a Kansas corporation and wholly owned subsidiary of Equity (“Merger Sub”), and American State Bancshares, Inc., a Kansas corporation (“ASB”), entered into an Agreement and Plan of Reorganization (the “merger agreement”). Subject to the terms and conditions of the merger agreement, Merger Sub will merge with and into ASB (the “merger”), with ASB continuing as the surviving corporation and a wholly owned subsidiary of Equity. Immediately following, and in connection with, the merger, Equity will cause ASB to be merged with and into Equity, with Equity surviving the merger (the “second merger”).

At the effective time of the merger (the “effective time”), each outstanding share of common stock, par value $10.00 per share, of ASB (“ASB common stock”), will be converted into the right to receive, without interest, (i) a number of shares of Equity’s Class A common stock, par value $0.01 per share (“Equity common stock”), equal to the exchange ratio (the calculation of which is described in more detail in this proxy statement/prospectus), which is expected to be 2.4644 shares assuming that 1,008,788 shares of ASB common stock are outstanding immediately prior to the effective time; provided that such number of shares may be adjusted based on the number of shares of ASB common stock outstanding immediately prior to the effective time and may be reduced in the event ASB does not deliver a minimum of $60,537,298 (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 merger agreement (the “ASB adjusted shareholders’ equity”), and (ii) its pro rata share of an amount of cash, if any, by which the ASB adjusted shareholders’ equity, calculated prior to the closing of the merger, exceeds the minimum equity, subject to an aggregate cap of $3,500,000 that may be paid to the holders of ASB common stock.

Equity’s common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “EQBK.” The market value of the shares of Equity common stock to be paid as consideration will fluctuate with the market price of Equity common stock; therefore, the market value of the shares of Equity common stock at closing of the merger will not be known at the time the ASB shareholders vote on the merger. Based on (i) the closing price of $30.92 for Equity common stock on Nasdaq on May 14, 2021, the last trading day before public announcement of the merger, the implied value of the stock component of the merger consideration per share of ASB common stock would be approximately $76.20, and (ii) the closing price of $[ ] for Equity’s common stock on Nasdaq on [ ], 2021, the latest practicable trading day before the printing of this proxy statement/prospectus, the implied value of the stock component of the merger consideration per share of ASB common stock would be approximately $[ ]. Each of the foregoing examples in the preceding sentence assumes there is no downward adjustment to the merger consideration as a result of ASB delivering less than the required minimum equity at the closing of the merger. In addition to the stock component of the merger consideration, the maximum possible cash merger consideration payable per share of ASB common stock is $3.47 (based upon 1,008,788 shares of ASB common stock outstanding). Such amount is only payable in the event that the ASB adjusted shareholders’ equity exceeds the required minimum equity by $3,500,000.

ASB is required to deliver $60,537,298 of ASB adjusted shareholders’ equity in connection with the closing of the merger. If the ASB adjusted shareholders’ equity is less than $60,537,298 as of the close of business on the

calculation date, which will be the last day of the month immediately preceding the month during which the date of the closing of the merger occurs or such other mutually agreed date, then the aggregate negotiated value of ASB’s common stock used to calculate the exchange ratio will be reduced pursuant to the terms of the merger agreement by $0.85 for each dollar that the ASB adjusted shareholders’ equity is less than $60,537,298, and no cash consideration, other than any cash in lieu of fractional shares, will be payable to the holders of the ASB common stock. As of June 11, 2021, ASB estimates that the ASB adjusted shareholders’ equity will be approximately $67,179,000 assuming an October 1, 2021 closing date and that the ASB Merger Costs (as defined in the merger agreement) will be approximately $6,641,000. Based on the foregoing estimates, ASB expects that the exchange ratio will be 2.4644 shares of Equity common stock issuable for each share of ASB common stock and that no cash consideration will be payable to the holders of ASB common stock.

In addition, at the effective time, each outstanding share of Series C Variable Rate Cumulative Perpetual Preferred Stock, par value $100.00 per share (the “ASB preferred stock”), of ASB will be converted into the right to receive, without interest, $100.00. The aggregate consideration payable by Equity to the holders of the ASB preferred stock is expected to be and is capped at $6,600,000. On the date immediately prior to the closing date of the merger, ASB shall pay to the holders of the ASB preferred stock all accrued and unpaid dividends on the ASB preferred stock through such date in accordance with the terms of the Certificate of Designations of the ASB preferred stock.

We urge you to obtain current market quotations for Equity common stock. There are no current market quotations for ASB common stock because ASB is a privately owned corporation and its common stock is not traded on any established public trading market.

ASB will hold a special meeting (the “ASB special meeting”) of its shareholders in connection with the merger. ASB shareholders will be asked to vote to approve the merger agreement and related matters as described in this proxy statement/prospectus.

ASB’s board of directors unanimously recommends that ASB shareholders vote “FOR” the approval of the merger agreement and “FOR” the other matters to be considered at the ASB special meeting.

This proxy statement/prospectus describes the ASB special meeting, the merger, the issuance of the Equity common stock in connection with the merger, the documents related to the merger and other related matters. Please carefully read this entire proxy statement/prospectus, including “Risk Factors,” beginning on page 20, for a discussion of the risks relating to the proposed merger. You also can obtain information about Equity from documents that it has filed with the Securities and Exchange Commission (the “SEC”).

LOGO

Brad S. Elliott

Chairman and Chief Executive Officer

Equity Bancshares, Inc.

Leon Borck

Chairman and President

American State Bancshares, Inc.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Equity or ASB, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [ ], 2021, and it is first being mailed or otherwise delivered to the shareholders of ASB on or about [ ], 2021.

LOGO

AMERICAN STATE BANCSHARES, INC.

430 E. Douglas

Wichita, Kansas 67202

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of American State Bancshares, Inc.:

Notice is hereby given that American State Bancshares, Inc. (“ASB”) will hold the ASB special meeting of its common and preferred shareholders at Great Bend Events Center, 3111 10th Street, Great Bend, Kansas 67530 on [ ], at [ ] local time, to consider and vote upon the following matters:

•

a proposal to approve the Agreement and Plan of Reorganization (the “merger agreement”), dated May 14, 2021, by and among Equity Bancshares, Inc. (“Equity”), Greyhound Merger Sub, Inc. (“Merger Sub”) and ASB, pursuant to which Merger Sub will merge with and into ASB (the “merger”), with ASB surviving as a wholly owned subsidiary of Equity, as more fully described in this proxy statement/prospectus (the “Merger Proposal”); and

•

for common shareholders, a proposal to adjourn the ASB special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the “Adjournment Proposal”).

ASB has fixed the close of business on [ ], 2021, as the record date for the ASB special meeting (the “ASB record date”). Only ASB shareholders of record at that time are entitled to notice of, and to vote at, the ASB special meeting, or any adjournment or postponement of the ASB special meeting. Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of ASB common stock and the affirmative vote of holders of 2/3 of the outstanding shares of Series C Variable Rate Cumulative Perpetual Preferred Stock, par value $100.00 per share, of ASB (the “ASB preferred stock”). The Adjournment Proposal will be approved if a majority of the common shares entitled to vote on the subject matter and represented in person or by proxy at the ASB special meeting are voted in favor of such proposal.

ASB shareholders have the right to demand appraisal of their shares of ASB common stock or ASB preferred stock and obtain payment in cash of the appraised fair value of their shares of ASB common stock and ASB preferred stock under applicable provisions of the Kansas Statutes Annotated (the “K.S.A.”). In order for an ASB shareholder to perfect his or her appraisal rights, such ASB shareholder must carefully follow the procedures set forth in the K.S.A. A copy of the applicable statutory provisions of the K.S.A. is included as Annex E to this proxy statement/prospectus and a summary of the provisions can be found under the section of this proxy statement/prospectus entitled “The Merger—Appraisal Rights in the Merger.”

ASB’s board of directors has approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of ASB and its shareholders, and unanimously recommends that ASB shareholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Your vote is very important. Equity and ASB cannot complete the merger unless ASB’s shareholders approve the Merger Proposal. Regardless of whether you plan to attend the ASB special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record of ASB, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

This proxy statement/prospectus provides a detailed description of the ASB special meeting, the Merger Proposal and the documents related to the merger and other related matters. You are urged to read this proxy statement/prospectus, including any documents they refer you to, and its annexes carefully and in their entirety. We look forward with pleasure to seeing and visiting with you at the ASB special meeting.

By Order of the Board of Directors,

LOGO

Leon Borck

Chairman and President

ADDITIONAL INFORMATION

This proxy statement/prospectus references important business and financial information about Equity and ASB from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain those documents incorporated by reference in this proxy statement/prospectus by accessing the SEC’s website maintained at http://www.sec.gov for documents regarding Equity, or by requesting copies in writing or by telephone from the appropriate company, as set forth below, for documents regarding either Equity or ASB:

Equity Bancshares, Inc.
7701 East Kellogg Drive, Suite 300

Wichita, Kansas 67207

Attention: Investor Relations

Telephone: (316) 612-6000

American State Bancshares, Inc.
430 E. Douglas

Wichita, Kansas 67202

Attention: Doug Thurman

Telephone: (800) 805-4649

You will not be charged for any of these documents that you request. To receive timely delivery of these documents in advance of the special meeting, you must make your request no later than [ ], 2021.

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by Equity (File No. 333-[ ]), constitutes a prospectus of Equity under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Equity common stock to be issued to ASB common shareholders pursuant to the terms of the merger agreement. This document also constitutes a proxy statement for ASB. It also constitutes a notice of special meeting with respect to the ASB special meeting.

You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [ ], 2021, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such document. Neither the mailing of this document to ASB shareholders nor the issuance by Equity of shares of Equity common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Equity has been provided by Equity and information contained in this document regarding ASB has been provided by ASB.

For more details, see the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 102.

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS		1
SUMMARY		9
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF EQUITY		17
RISK FACTORS		20
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		27
THE ASB SPECIAL MEETING		30
Date, Time and Place of the ASB Special Meeting		30
Matters to Be Considered		30
Recommendation of the ASB Board		30
ASB Record Date and Quorum		30
Required Vote; Treatment of Abstentions; Broker Non-Votes and Failure to Vote		31
Voting on Proxies; Incomplete Proxies		31
Stocks Held in “Street Name”; Broker Non-Votes		31
Revocability of Proxies and Changes to an ASB Shareholder’s Vote		32
Solicitation of Proxies		32
Attending the ASB Special Meeting		32
Assistance		32
ASB PROPOSALS		33
Proposal No. 1 Merger Proposal		33
Proposal No. 2 Adjournment Proposal		33
THE MERGER		34
Terms of the Merger		34
Background of the Merger		34
ASB’s Reasons for the Merger; Recommendation of the ASB Board		35
Opinion of ASB’s Financial Advisor		37
Certain ASB Unaudited Prospective Financial Information		51
Equity’s Reasons for the Merger		52
Interests of ASB’s Directors and Executive Officers in the Merger		54
Public Trading Markets		55
Equity’s Dividend Policy		55
Restrictions on Resale of Equity Common Stock		55
Appraisal Rights in the Merger		55
Regulatory Approvals Required for the Merger		58
THE MERGER AGREEMENT		59
Structure of the Merger		59
Merger Consideration		59
Fractional Shares		63
Governing Documents; Directors and Officers; Governance Matters		63
Closing and Effective Time		64
Conversion of Shares; Exchange of Certificates		64
Representations and Warranties		65
Covenants and Agreements		68
Shareholder Meeting and Recommendation of ASB’s Boards of Directors		72
Agreement Not to Solicit Other Offers		72
Conditions to Complete the Merger		73
Termination of the Merger Agreement		76
Effect of Termination		77
Termination Fee		77
Expenses and Fees		78


Amendment, Waiver and Extension of the Merger Agreement			78
ASB Director Support Agreements			78
ACCOUNTING TREATMENT			79
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			79
ASB SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			84
INFORMATION ABOUT ASB			85
Information About ASB’s Business			85
Information About ASB’s Properties			86
Legal Proceedings			86
DESCRIPTION OF CAPITAL STOCK OF EQUITY			87
Overview			87
Equity Common Stock			87
Preferred Stock			88
COMPARISON OF SHAREHOLDERS’ RIGHTS			89
COMPARATIVE MARKET PRICES AND DIVIDENDS			100
Equity			100
ASB			100
LEGAL MATTERS			102
EXPERTS			102
WHERE YOU CAN FIND MORE INFORMATION			102


		Page
Annex A	Agreement and Plan of Reorganization	A-1
Annex B	Form of ASB Director Support Agreement	B-1
Annex C	Form of Voting Agreement	C-1
Annex D	Opinion of D.A. Davidson	D-1
Annex E	Kansas Statutes Annotated Appraisal Rights	E-1

QUESTIONS AND ANSWERS

The following are some questions that you, as an ASB shareholder, may have about the merger and the ASB special meeting, and brief answers to those questions. You are urged to read the remainder of this proxy statement/prospectus carefully because the information in this section does not provide all of the information that might be important to you with respect to the merger, the ASB special meeting or the proposals presented at that meeting. Additional important information is also contained in the annexes to this proxy statement/prospectus. For details about where you can find additional important information, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Unless the context otherwise requires, references in this proxy statement/prospectus to “Equity” or “EQBK” refer to Equity Bancshares, Inc., a Kansas corporation, and its affiliates, including Equity Bank, a Kansas state bank and a wholly owned subsidiary of Equity (“Equity Bank”). Additionally, unless the context otherwise requires, references in this proxy statement/prospectus to “ASB” refer to American State Bancshares, Inc., a Kansas corporation, and its affiliates, including American State Bank & Trust Company, a Kansas state bank and a wholly owned subsidiary of ASB.

Q:	What is the merger?

Equity, Merger Sub and ASB entered into the merger agreement on May 14, 2021. Under the merger agreement, Merger Sub will merge with and into ASB, with ASB surviving the merger as a wholly owned subsidiary of Equity. Immediately following, and in connection with the merger, Equity will cause ASB to merge with and into Equity, with Equity surviving the second merger (we refer to the merger and second merger collectively in this proxy statement/prospectus as the “integrated mergers”). Immediately following the integrated mergers (or at such later time as Equity may determine in its sole discretion), Equity will cause American State Bank & Trust Company to merge with and into Equity Bank (the “bank merger”), with Equity Bank surviving the bank merger.

A copy of the merger agreement is included in this proxy statement/prospectus as Annex A.

The merger cannot be completed unless, among other things, the ASB common and preferred shareholders approve the Merger Proposal.

Q:	Why am I receiving this proxy statement/prospectus?

A:	ASB is delivering this document to you because it is a proxy statement being used by ASB’s board of directors (the “ASB Board”) to solicit proxies of its shareholders entitled to vote on the matters in connection with the approval of the Merger Proposal.

ASB has called a special meeting of its common and preferred shareholders to approve the Merger Proposal. This document serves as a proxy statement for the ASB special meeting and describes the proposals to be presented at the ASB special meeting. It also constitutes a notice of special meeting with respect to the ASB special meeting.

In addition, this document is also a prospectus that is being delivered to ASB shareholders because Equity is offering shares of Equity common stock to ASB common shareholders in connection with the merger.

This proxy statement/prospectus contains important information about the Merger Proposal and the other proposals being voted on at the ASB special meeting and important information to consider in connection with an investment in Equity common stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending the meeting. Your vote is important, and you are encouraged to submit your proxy as soon as possible.

Q:	What are ASB shareholders being asked to vote on at the ASB special meeting?

A:	ASB is soliciting proxies from its common and preferred shareholders with respect to the following proposals:

•

a proposal to approve the merger agreement, pursuant to which Merger Sub will merge with and into ASB, with ASB surviving as a wholly owned subsidiary of Equity, as more fully described in this proxy statement/prospectus (the “Merger Proposal”); and

•

for common shareholders, a proposal to adjourn the ASB special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the “Adjournment Proposal”). Completion of the merger is not conditioned upon approval of the Adjournment Proposal.

Q:	What will ASB shareholders be entitled to receive in the merger?

If the merger is completed, each share of ASB common stock issued and outstanding immediately prior to the effective time of the merger (other than shares of ASB common stock held by ASB, Equity and any ASB common shareholder who has perfected such shareholder’s appraisal rights under applicable law (a “dissenting shareholder”) including the terms and provisions of Section 17-6712 of the Kansas Statutes Annotated (the “K.S.A.”) will be converted into the right to receive, without interest, (i) a number of shares of Equity’s Class A common stock, par value $0.01 per share (“Equity common stock”), equal to the exchange ratio (the calculation of which is described in more detail in this proxy statement/prospectus), which is expected to be 2.4644 shares assuming that 1,008,788 shares of ASB common stock are outstanding immediately prior to the effective time; provided that such number of shares may be adjusted based on the number of shares of ASB common stock outstanding immediately prior to the effective time and may be reduced in the event ASB does not deliver a minimum of $60,537,298 (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 merger agreement (the “ASB adjusted shareholders’ equity”), and (ii) its pro rata share of an amount of cash, if any, by which the ASB adjusted shareholders’ equity, calculated prior to the closing of the merger, exceeds the minimum equity, subject to an aggregate cap of $3,500,000 that may be paid to the holders of ASB common stock. For a discussion of the possible upward or downward adjustment of the merger consideration, ASB’s estimate of its ASB adjusted shareholders’ equity as of a recent date and the ASB Merger Costs, see “The Merger Agreement—Merger Consideration” beginning on page 59.

Equity will not issue any fractional shares of Equity common stock in the merger. ASB common shareholders who would otherwise be entitled to a fraction of a share of Equity common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent), determined by multiplying the fractional share by $29.59. Shares of ASB common stock or ASB preferred stock following the merger held by dissenting shareholders of ASB will not be converted into the merger consideration.

As a result of the foregoing, based on the number of shares of Equity common stock and ASB common stock outstanding as of [ ], 2021, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, approximately [ ]% of outstanding Equity common stock following the merger will be held by shareholders who were holders of Equity common stock immediately prior to the effectiveness of the merger and approximately [ ]% of outstanding Equity common stock following the merger will be held by shareholders who were holders of ASB common stock immediately prior to the effectiveness of the merger.

Except for dissenting shareholders, each share of Series C Variable Rate Cumulative Perpetual Preferred Stock, par value $100.00 per share (the “ASB preferred stock”), of ASB issued and outstanding immediately prior to the effective time of the merger (other than shares of ASB preferred stock held by ASB, Equity and

any dissenting shareholder) will be converted into the right to receive, without interest, $100.00 per share. The aggregate consideration payable by Equity to the holders of the ASB preferred stock is expected to be and is capped at $6,600,000. On the date immediately prior to the closing date of the merger, ASB shall pay to the holders of the ASB preferred stock all accrued and unpaid dividends on the ASB preferred stock through such date in accordance with the terms of the Certificate of Designations of the ASB preferred stock.

Q:	Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

The value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value for Equity common stock. Any fluctuation in the market price of Equity common stock after the date of this proxy statement/prospectus will change the value of the shares of Equity common stock that ASB common shareholders will be entitled to receive.

Based on (i) the closing price of $30.92 for Equity common stock on Nasdaq on May 14, 2021, the last trading day before public announcement of the merger, the implied value of the stock component of the merger consideration per share of ASB common stock would be approximately $76.20, and (ii) the closing price of $[ ] for Equity’s common stock on Nasdaq on [ ], 2021, the latest practicable trading day before the printing of this proxy statement/prospectus, the implied value of the stock component of the merger consideration per share of ASB common stock would be approximately $[ ].

The merger consideration is also subject to upward or downward adjustment based upon the ASB adjusted shareholders’ equity. If the ASB adjusted shareholders’ equity is more than $60,537,298, then Equity will make a cash payment to the holders of ASB common stock in an amount equal to such excess, but not to exceed $3,500,000. ASB is required to deliver $60,537,298 of ASB adjusted shareholders’ equity in connection with the closing of the merger. If the ASB adjusted shareholders’ equity is less than $60,537,298 as of the close of business on the calculation date, which will be the last day of the month immediately preceding the month during which the closing date of the merger occurs or such other mutually agreed date, then the negotiated value of ASB’s common stock used to calculate the exchange ratio will be reduced pursuant to the terms of the merger agreement by $0.85 for each dollar that the ASB adjusted shareholders’ equity is less than $60,537,298, and no cash consideration, other than any cash in lieu of fractional shares, will be payable to the holders of the ASB common stock.

As of June 11, 2021, ASB estimates that the ASB adjusted shareholders’ equity will be approximately $67,179,000 assuming an October 1, 2021 closing date and that the ASB Merger Costs will be approximately $6,641,000. Based on the foregoing estimates, ASB expects that the exchange ratio will be 2.4644 shares of Equity common stock issuable for each share of ASB common stock and that no cash consideration will be payable to the holders of ASB common stock.

For a more detailed discussion of the merger consideration payable pursuant to the merger agreement and its calculation, please see “The Merger Agreement—Merger Consideration” beginning on page 59.

Q:	How does the ASB Board recommend that I vote at the ASB special meeting?

A:	The ASB Board unanimously recommends that you vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Q:	When and where is the special meeting?

A:	The ASB special meeting will be held at Great Bend Events Center, 3111 10th Street, Great Bend, Kansas 67530, on [ ], 2021, at [ ] a.m., local time.

Q:	What do I need to do now?

After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at your special meeting. If you hold your shares in your name as a shareholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” shareholders who wish to vote in person at their special meeting will need to obtain a legal proxy from the institution that holds their shares.

Q:	What is the difference between a shareholder of record and a “street name” holder?

If you are an ASB shareholder and if your shares of ASB common stock or ASB preferred stock are registered directly in your name, you are considered the shareholder of record with respect to those shares. On the ASB record date, ASB had 152 common shareholders of record and nine (9) preferred shareholders of record.

If your shares of ASB common stock or ASB preferred stock are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” This proxy statement/prospectus and the ASB proxy card have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions it included in the mailing or by following its instructions for voting.

Q:	If my shares of ASB common stock or ASB preferred stock are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

A:	No. Your bank or broker cannot vote your shares without instructions from you. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker.

Q:	What is a broker non-vote?

A:	A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

If you are an ASB shareholder, your broker does not have discretionary authority to vote your shares with respect to the Merger Proposal, but your broker does have discretionary authority to vote your shares with respect to the Adjournment Proposal.

Q:	How are broker non-votes and abstentions treated?

Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. A broker non-vote occurs when a broker does not have discretionary authority to vote the shares and has not received voting instructions from the beneficial owner of the shares. The only routine matter to be presented at the ASB special meeting is the Adjournment Proposal. If you hold shares in “street name” and do not provide voting instructions to your broker, those shares will be counted as broker non-votes for all non-routine matters. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum.

Abstentions and broker non-votes by ASB shareholders will have the effect of a vote against the Merger Proposal because Kansas law requires the Merger Proposal to be approved by a majority of the outstanding ASB common stock and two-thirds of the outstanding ASB preferred stock.

Abstentions and broker non-votes will not have the effect of a vote against the Adjournment Proposal. As the Adjournment Proposal is considered a routine matter and a broker or other nominee may generally vote on routine matters, no broker non-votes are expected to occur in connection with this proposal.

Q:	What constitutes a quorum for the ASB special meeting?

The presence (in person or by proxy) of holders of at least a majority of the outstanding shares of ASB common stock and ASB preferred stock entitled to be voted at the ASB special meeting constitutes a quorum for transacting business at the ASB special meeting. All shares of ASB common stock and preferred stock present in person or represented by proxy, including abstentions and broker non-votes, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the ASB special meeting.

Q:	What is the vote required to approve each proposal at the ASB special meeting?

Merger Proposal: The affirmative vote of at least a majority of the outstanding shares of ASB common stock and the affirmative vote of at least two-thirds of the outstanding shares of ASB preferred stock is required to approve the Merger Proposal. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card, fail to vote in person at the ASB special meeting or fail to instruct your bank or broker how to vote with respect to the Merger Proposal, it will have the effect of a vote against the Merger Proposal.

Adjournment Proposal: The affirmative vote of a majority of common shares entitled to vote on the subject matter and represented in person or by proxy at the ASB special meeting is required to approve the Adjournment Proposal. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or vote in person at the ASB special meeting or fail to instruct your bank or broker how to vote with respect to the Adjournment Proposal, it will have no effect on the proposal.

Q:	Why is my vote important?

If you do not vote, it will be more difficult for ASB to obtain the necessary quorum to hold its special meeting and to obtain approval of the proposals to be voted upon at the special meeting. In addition, your failure to vote will have the effect of a vote against the Merger Proposal. The ASB Board unanimously recommends that you, as an ASB shareholder, vote “FOR” the Merger Proposal.

Q:	Can I attend the meeting and vote my shares in person?

Yes. All common and preferred shareholders of ASB, including shareholders of record and shareholders who hold their shares in “street name” through banks, brokers, nominees or any other holder of record, are invited to attend the ASB special meeting. Holders of record of ASB common stock and preferred stock can vote in person at the ASB special meeting. If you are not a shareholder of record, you must obtain a proxy card, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the ASB special meeting. If you plan to attend the ASB special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. ASB reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the ASB special meeting is prohibited without ASB’s express written consent.

Q:	Can I change my vote?

Yes. If you are a holder of record of ASB common stock or ASB preferred stock, you may change your vote or revoke any proxy at any time before it is voted by (1) attending and voting in person at the ASB special meeting; (2) giving notice of revocation of the proxy at the ASB special meeting; or (3) delivering to the Secretary of ASB (i) a written notice of revocation or (ii) a duly executed proxy card relating to the same shares, bearing a date later than the proxy card previously executed. Attendance at the ASB special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by ASB after the vote will not affect the vote. ASB’s corporate secretary’s mailing address is P.O. Box 1346, Great Bend, Kansas 67530.

If you hold your shares of ASB common stock or ASB preferred stock in “street name” through a bank or broker, you should contact your bank or broker to change your vote or revoke your proxy.

Q:	What are the expected U.S. federal income tax consequences to a holder of ASB common stock as a result of the transactions contemplated by the merger agreement?

The obligations of Equity and ASB to complete the integrated mergers are conditioned on, among other things, the receipt by Equity and ASB of a tax opinions from Norton Rose Fulbright US LLP (or such other counsel selected by Equity) and Stinson LLP (or such other counsel selected by ASB), respectively, dated as of the closing date of the integrated mergers, to the effect that, on the basis of facts, representations and assumptions described in such opinions, the integrated mergers shall together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Neither Equity nor ASB intend to seek a ruling from the Internal Revenue Service (the “IRS”) as to the qualification of the integrated mergers as reorganization under Section 368(a) of the Code and neither counsel’s opinion is binding on the IRS.

Assuming the integrated mergers taken together qualify as a reorganization under Section 368(a) of the Code, it is anticipated that a U.S. holder (as defined in the section titled “Certain Material U.S. Federal Income Tax Consequences of the Integrated Mergers” beginning on page 79) of ASB common stock who exchanges ASB common stock for a combination of Equity common stock and cash should recognize gain (but not loss) in the exchange equal to the lesser of the cash received by such holder and the amount, if any, by which the cash plus the fair market value of Equity common stock received by such holder exceeds the tax basis of such holder’s ASB common stock surrendered in exchange therefor (in each case excluding cash received in lieu of a fractional share of Equity common stock). Further, a U.S. holder of ASB common stock generally will recognize gain or loss with respect to cash received in lieu of fractional shares of Equity common stock that the U.S. holder would otherwise be entitled to receive.

For further information, please see “Certain Material U.S. Federal Income Tax Consequences of the Integrated Mergers” beginning on page 79.

The U.S. federal income tax consequences described above may not apply to all holders of ASB common stock including holders of ASB common stock that also own shares of ASB preferred stock. Your tax consequences will depend on your individual situation. Accordingly, you are strongly urged to consult your tax advisor for a full understanding of the particular tax consequences of the integrated mergers to you.

Q:	Are ASB shareholders entitled to appraisal rights?

Yes, ASB shareholders may assert appraisal rights. For further information, see “The Merger—Appraisal Rights in the Merger” beginning on page 55, which discussion is qualified by that description and by the text of the provisions of the K.S.A. relating to appraisal rights set forth in Annex D hereto. ASB common shareholders party to ASB’s Amended and Restated Shareholders Agreement purport to waive appraisal

rights with respect to a merger of ASB approved by holders of at least 2/3 of the outstanding common stock, but ASB does not intend to enforce that waiver in light of the uncertainty regarding the enforceability thereof.

Q:	If I am an ASB shareholder, should I send in my ASB stock certificates now?

No. Please do not send in your ASB stock certificates with your proxy. Prior to the merger for preferred shareholders and following the closing of the merger for common shareholders, Equity’s transfer agent, Continental Stock Transfer and Trust Company (“Continental”), will send you a letter of transmittal and instructions for exchanging ASB stock certificates for the merger consideration. See “The Merger Agreement—Conversion of Shares; Exchange of Certificates” beginning on page 64.

Q:	Whom may I contact if I cannot locate my ASB stock certificate(s)?

A:	If you are unable to locate your original ASB stock certificate(s), you should contact Diane Stalcup, Corporate Secretary of ASB, at (620) 792-8353, as soon as possible.

If your ASB stock certificate has been lost, stolen or destroyed, you will be required to deliver an affidavit of loss and indemnity agreement and may be required to purchase a surety bond.

Q:	What will happen to the trust preferred securities issued by ASB?

ASB has issued $7,732,000 of Junior Subordinated Deferrable Interest Debentures due 2035 (the “ASB TruPS”) to the American State Bank Statutory Trust I, pursuant to that certain indenture, dated as of September 15, 2005, between ASB and Wilmington Trust Company. Immediately prior to and contingent upon the occurrence of the closing of the merger, Equity will assume the ASB TruPS in accordance with the terms, documents and agreements related thereto.

Q:	What should I do if I receive more than one set of voting materials?

ASB shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of ASB common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of ASB common stock or ASB preferred stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of ASB common stock and preferred stock that you own.

Q:	When do you expect to complete the merger?

Equity and ASB currently expect to complete the merger in the fourth calendar quarter of 2021. However, neither Equity nor ASB can assure you of when or if the merger will be completed. Before the merger is completed, ASB must obtain the approval of ASB shareholders for the Merger Proposal, the necessary regulatory approvals must be obtained and certain other closing conditions must be satisfied.

Q:	What happens if the merger is not completed?

A:	If the merger is not completed, holders of ASB common stock and ASB preferred stock will not receive any consideration for their shares in connection with the merger. Instead, ASB will remain an independent

company. In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by ASB to Equity. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination Fee” beginning on page 77 for a complete discussion of the circumstances under which termination fees will be required to be paid.

Q:	Whom should I call with questions?

A:	If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of ASB common stock or ASB preferred stock, please contact Doug Thurman at (800) 805-4649.

SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You are urged to read the entire proxy statement/prospectus carefully, including the annexes, and the other documents to which they refer in order to fully understand the merger. A copy of the merger agreement is attached as Annex A. For more information about Equity, see “Where You Can Find More Information” beginning on page 102. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

Information about the companies (page 85)

Equity Bancshares, Inc.

7701 East Kellogg Drive, Suite 300

Wichita, Kansas 67207

(316) 612-6000

Equity is a Kansas corporation and bank holding company headquartered in Wichita, Kansas. Equity’s wholly owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through Equity’s network of 51 full service branches located in Kansas, Missouri, Arkansas and Oklahoma. As of March 31, 2021, Equity had consolidated total assets of $4.2 billion, total loans held for investment of $2.7 billion (net of allowances), total deposits of $3.6 billion and total stockholders’ equity of $397.8 million. Equity’s stock is traded on Nasdaq under the symbol “EQBK.”

Equity Bank is a Kansas state-chartered bank and member of the Federal Reserve that is jointly supervised by both the Federal Reserve Bank of Kansas City (the “Federal Reserve”) and the Office of the Kansas State Bank Commissioner (the “OSBC”), and its deposits are insured by the FDIC. Equity Bank conducts a complete range of commercial and personal banking activities. Equity Bank operates a total of 51 branches, consisting of four branches in the Wichita, Kansas metropolitan area, seven branches in the Kansas City metropolitan area, three branches in Topeka, Kansas, eight branches in Western Missouri, seven branches in Western Kansas, four branches in Southeast Kansas, five branches in Southwest Kansas, five branches in Northern Arkansas, one branch in the Tulsa, Oklahoma metropolitan area, five branches in Northern Oklahoma and two branches in Western Oklahoma.

Equity’s principal office is located at 7701 East Kellogg Drive, Suite 300, Wichita, Kansas 67207, and its telephone number at that location is (316) 612-6000. Additional information about Equity and its subsidiaries is included in documents referred to in the section of this proxy statement/prospectus entitled “Where You Can Find More Information,” beginning on page 102.

American State Bancshares, Inc.

430 E. Douglas

Wichita, Kansas 67202

(800) 805-4649

ASB is a Kansas corporation and bank holding company headquartered in Wichita, Kansas. ASB’s wholly owned banking subsidiary, American State Bank & Trust Company, provides consumer and commercial banking services. As of March 31, 2021, ASB had consolidated total assets of approximately $777.1 million, total loans of $473.1 million (net of allowances), total deposits of $652.5 million and total shareholders’ equity of $95.5 million. ASB does not file reports with the SEC.

American State Bank & Trust Company is a Kansas state-chartered bank and member of the Federal Reserve that is jointly supervised by both the Federal Reserve and the OSBC, and its deposits are insured by the

FDIC. American State Bank & Trust Company conducts banking business through its main office in Wichita, Kansas and sixteen branch offices in Kansas.

ASB’s office is located at 430 E. Douglas, Wichita, Kansas 67202, and its telephone number is (800) 805-4649. For additional information about ASB and American State Bank & Trust Company, see the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 102.

In the merger, ASB common shareholders will be entitled to receive shares of Equity common stock and in some instances cash (page 59)

Equity and ASB are proposing a strategic merger. If the merger is completed, each outstanding share of ASB common stock, will be converted into the right to receive, without interest, (i) a number of shares of Equity common stock, equal to the exchange ratio (the calculation of which is described in more detail in this proxy statement/prospectus), which is expected to be 2.4644 shares assuming that 1,008,788 shares of ASB common stock are outstanding immediately prior to the effective time; provided that such number of shares may be adjusted based on the number of shares of ASB common stock outstanding immediately prior to the effective time and may be reduced in the event ASB does not deliver the required minimum equity, and (ii) its pro rata share of an amount of cash, if any, by which the ASB adjusted shareholders’ equity, calculated prior to the closing of the merger, exceeds the minimum equity, subject to an aggregate cap of $3,500,000 that may be paid to the holders of ASB common stock.

If the merger is completed, each outstanding share of ASB preferred stock will be converted into the right to receive, without interest, $100.00. The aggregate consideration payable by Equity to the holders of the ASB preferred stock is expected to be and is capped at $6,600,000.

The Equity common stock is listed on Nasdaq under the symbol “EQBK.” The market value of the shares of Equity common stock to be paid as consideration will fluctuate with the market price of Equity common stock and will not be known at the time the ASB shareholders vote on the merger. Based on (i) the closing price of $30.92 for Equity common stock on Nasdaq on May 14, 2021, the last trading day before public announcement of the merger, the implied value of the stock component of the merger consideration per share of ASB common stock would be approximately $76.20, and (ii) the closing price of $[ ] for Equity’s common stock on Nasdaq on [ ], 2021, the latest practicable trading day before the printing of this proxy statement/prospectus, the implied value of the stock component of the merger consideration per share of ASB common stock would be approximately $[ ]. Each of the foregoing examples in the preceding sentence assumes there is no downward adjustment to the merger consideration as a result of ASB delivering less than the required minimum equity at the closing. In addition to the stock component of the merger consideration, the maximum possible cash merger consideration payable per share of ASB common stock is $3.47 (based upon 1,008,788 shares of ASB common stock outstanding). Such amount is only payable in the event that the ASB adjusted shareholders’ equity exceeds the required minimum equity by $3,500,000.

The merger agreement governs the merger. The merger agreement is included in this proxy statement/prospectus as Annex A. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.

The ASB Board unanimously recommends that ASB shareholders Vote “FOR” the Merger Proposal and the Adjournment Proposal (page 33)

The ASB Board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of ASB and its shareholders and has approved the merger agreement. The ASB Board unanimously recommends that ASB shareholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. For the factors considered by the ASB Board in reaching its decision to approve the merger agreement, see “The Merger—ASB’s Reasons for the Merger; Recommendation of the ASB Board.”

Certain executive officers and directors, holding 15.3% of the outstanding shares of ASB common stock and 90.9% of the outstanding shares of the ASB preferred stock have entered into a voting agreement with Equity, solely in their capacity as shareholders of ASB, pursuant to which they have agreed to vote in favor of the Merger Proposal and in favor of any other matter required to be approved by the shareholders of ASB to facilitate the transactions contemplated by the merger agreement. For more information regarding the support agreements, see “The Merger Agreement—Director Support Agreements” and “The Merger Agreement—Voting Agreement.”

Opinion of ASB’s financial advisor (page 37 and Annex D)

In connection with the merger, ASB’s financial advisor, D.A. Davidson & Co. (“D.A. Davidson”), delivered an oral opinion on May 14, 2021, which was subsequently confirmed in a written opinion dated May 14, 2021, to the ASB Board as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of ASB common stock of the merger consideration in the merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by D.A. Davidson in preparing the opinion, is attached as Annex D to this document. The opinion was for the information of, and was directed to, the ASB Board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of ASB to engage in the merger or enter into the merger agreement or constitute a recommendation to the ASB Board of Directors in connection with the merger, and it does not constitute a recommendation to any holder of ASB common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter. The opinion also does not concern the consideration payable to the ASB preferred stock. For further information, please see the section entitled “The Merger—Opinion of ASB’s Financial Advisor” on page 37.

ASB will hold the ASB special meeting on [ ], 2021 (page 30)

The ASB special meeting will be held on [ ], 2021, at [ ] a.m., local time, at Great Bend Events Center, 3111 10th Street, Great Bend, Kansas 67530. At the ASB special meeting, ASB common and preferred shareholders will be asked to approve the Merger Proposal and, for common shareholders, to approve the Adjournment Proposal.

Only holders of record of ASB common stock and preferred stock at the close of business on [ ], 2021, the ASB record date, will be entitled to notice of and to vote at the ASB special meeting. Each share of ASB common stock is entitled to one vote on each proposal to be considered at the ASB special meeting. As of the ASB record date, there were 1,007,788 shares of ASB common stock entitled to vote at the ASB special meeting. As of the ASB record date, the directors and executive officers of ASB and their affiliates beneficially owned and were entitled to vote, in the aggregate, 186,015 shares of ASB common stock representing approximately 18.47% of the shares of ASB common stock outstanding on that date.

Voting as a separate class, each share of ASB preferred stock is entitled to one vote on the Merger Proposal at the ASB special meeting. As of the ASB record date, there were 66,000 shares of ASB preferred stock entitled to vote thereon. As of the ASB record date, the directors and executive officers of ASB and their affiliates beneficially owned and were entitled to vote in the aggregate 60,000 shares of ASB preferred stock, representing approximately 90.9% of the shares of ASB preferred stock outstanding on that date.

The Merger Proposal will be approved if at least a majority of the outstanding shares of ASB common stock are voted in favor of such proposal and if at least 2/3 of the outstanding shares of ASB preferred stock are voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy, fail to vote in person at the ASB special meeting or fail to instruct your bank or broker how to vote with respect to the Merger Proposal, it will have the effect of a vote against the Merger Proposal.

The Adjournment Proposal will be approved if a majority of the ASB common stock entitled to vote on the subject matter and represented in person or by proxy at the ASB special meeting is voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the ASB special meeting or fail to instruct your bank or broker how to vote with respect to the Adjournment Proposal, it will have no effect on the proposal.

Certain material U.S. federal income tax consequences of the integrated mergers (page 79)

The obligations of Equity and ASB to complete the integrated mergers are conditioned on, among other things, the receipt by Equity and ASB of tax opinions from Norton Rose Fulbright US LLP (or such other counsel selected by Equity) and Stinson LLP (or such other counsel selected by ASB), respectively, dated as of the closing date of the integrated mergers, to the effect that, on the basis of facts, representations and assumptions described in such opinions, the integrated mergers shall together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

Assuming that the integrated mergers taken together qualify as a reorganization within the meaning of Section 368(a) of the Code, it is anticipated that a U.S. holder (as defined in the section titled “Certain Material U.S. Federal Income Tax Consequences of the Integrated Mergers” beginning on page 79) of ASB common stock who exchanges ASB common stock for a combination of Equity common stock and cash should recognize gain (but not loss) in the exchange equal to the lesser of the cash received by such holder and the amount, if any, by which the cash plus the fair market value of Equity common stock received by such holder exceeds the tax basis of such holder’s ASB common stock surrendered in exchange therefor (in each case excluding cash received in lieu of a fractional share of Equity common stock). Further, a U.S. holder of ASB common stock generally will recognize gain or loss with respect to cash received in lieu of fractional shares of Equity common stock that the U.S. holder would otherwise be entitled to receive.

For further information, please see “Certain Material U.S. Federal Income Tax Consequences of the Integrated Mergers” beginning on page 79.

Interests of ASB’s Directors and Executive Officers in the Merger

the merger that differ from, or are in addition to, their interests as shareholders of ASB. The ASB Board was aware of these interests and took them into account in its decision to approve the merger agreement and the merger. Such interests include the following items.

Indemnification and Insurance. Equity has agreed to indemnify the directors and officers of ASB against certain liabilities arising before the effective time of the merger. Equity has also agreed to purchase a six-year “tail” prepaid policy, on the same terms as ASB’s existing directors’ and officers’ liability insurance, for the current directors and officers of ASB, subject to a cap on the cost of such policy equal to 200% of ASB’s current annual premium.

Employee Benefit Plans. On or as soon as reasonably practicable following the merger, employees of ASB who continue on as employees of Equity will be entitled to participate in the Equity health and welfare benefit and similar plans on the same terms and conditions as employees of Equity. Subject to certain exceptions, these employees will receive credit for their years of service to ASB for participation, vesting and benefit accrual purposes.

Employee Severance Benefits. Equity has agreed to provide certain severance benefits to ASB’s employees whose employment is terminated under the circumstances specified in the merger agreement.

Retention Agreement. ASB and American State Bank & Trust Company have entered into a retention agreement with Doug Thurman, which provides that Mr. Thurman will be entitled payment of a retention bonus in the amount of approximately $800,000 if he remains employed upon the closing of the merger.

ASB Stock Options. Pursuant to the merger agreement, the outstanding 1,000 stock options of ASB will be required to be exercised and cancelled.

ASB Phantom Stock. The following officers of American State Bank & Trust Company are anticipated to receive the payments under phantom stock plans with ASB in approximately the following amounts: Douglas Thurman $183,850, Bradley Herter $404,470, Diane Stalcup $220,620, Gregg Howell $91,925, Steven Howland $110,310, and Michael Neale $73,540. In the aggregate, ASB anticipates that approximately $2,310,480 will be paid to the holders of its phantom stock in connection with the termination of the phantom stock plans prior to the effective time of the merger.

Preferred Stock Payments. Under the merger agreement, Equity will pay $100.00 per share to the holders of ASB preferred stock. ASB preferred shareholders will also receive accrued dividends from ASB through the closing of the merger. Directors of ASB own most of the shares of ASB preferred stock. Leon Borck owns 40,000 shares of ASB preferred stock and Max Nichols owns 20,000 shares of ASB preferred stock.

Board Seats. At closing of the merger, Equity will add one board seat to be filled by Leon Borck, or such other current member of the ASB Board as mutually agreed by Equity and ASB. At closing of the merger, Equity will cause Equity Bank to add three board seats, to be filled by Leon Borck, Doug Thurman and Max Nichols, or such other current member of the American State Bank & Trust Company board of directors as mutually agreed by Equity and ASB.

Certain of the above payments are transaction expenses borne by ASB shareholders. These interests are discussed in more detail in the section of this proxy statement/prospectus entitled “The Merger—Interests of ASB’s Directors and Executive Officers in the Merger” beginning on page 54.

ASB shareholders are entitled to demand appraisal rights (page 55 and Annex E)

ASB shareholders have the right to demand an appraisal of their shares of ASB common stock and their shares of ASB preferred stock and obtain payment in cash of the fair value of their shares under Section 17-6712

of the K.S.A. In order for an ASB shareholder to perfect such ASB shareholder’s appraisal rights, such ASB shareholder must carefully follow the procedure set forth in the applicable provisions of the K.S.A. A copy of the applicable statutory provisions of the K.S.A. is included as Annex E to this proxy statement/prospectus and a summary of the provisions can be found under the section of this proxy statement/prospectus entitled “The Merger—Appraisal Rights in the Merger” beginning on page 55.

Conditions that must be satisfied or waived for the merger to occur (page 73)

Currently, ASB and Equity expect to complete the merger in the fourth calendar quarter of 2021. As more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. Each party’s obligations under the merger agreement are conditioned upon (1) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (2) the performance in all material respects by the other party of its obligations under the merger agreement, (3) approval of the merger agreement by ASB’s common and preferred shareholders, (4) receipt of required regulatory and other third party consents or approvals, (5) no action having been taken and the absence of any statute, rule, regulation or order prohibiting the consummation of the merger, (6) the receipt of required closing documents from the other party, (7) the absence of any material adverse change with respect to the other party since December 31, 2020, (8) the effectiveness of the registration statement of which this proxy statement/prospectus is a part, and (9) the assumption by Equity of the ASB TruPS in accordance with the terms, documents and agreements related thereto.

ASB’s obligation to complete the merger is also subject to (1) the shares of Equity common stock to be issued pursuant to the merger agreement being approved for listing on Nasdaq, (2) Equity obtaining a six-year tail insurance coverage policy in accordance with the merger agreement, and (3) receipt of an opinion from Stinson LLP to the effect that the integrated mergers shall together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

Equity’s obligation to complete the merger is also subject to (1) receipt of releases from directors and certain officers of ASB, (2) the termination of certain employee benefit plans of ASB, (3) holders of not more than 5% of the outstanding shares of ASB common stock having duly exercised their dissenters’ rights under the K.S.A., (4) the ASB adjusted shareholders’ equity being at least $54,483,568, (5) receipt from ASB certain tax certifications, and (6) receipt of an opinion from Norton Rose Fulbright US LLP to the effect that the integrated mergers shall together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

Neither ASB nor Equity can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the merger agreement (page 76)

The merger agreement can be terminated at any time prior to completion of the merger in the following circumstances:

•

by the mutual written consent of Equity and ASB;

•

by either ASB or Equity (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement) if the conditions precedent to such party’s obligations to close have not been met or waived by December 31, 2021; provided, however, that such date may be extended to such later date as agreed upon by ASB and Equity;

•

by either Equity or ASB if any of the transactions contemplated by the merger agreement are disapproved by any federal or state governmental or regulatory agency or authority whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the merger agreement or the transactions contemplated by the merger agreement and such disapproval, order, decree, ruling or other action is final and nonappealable; provided, however, that the party seeking to terminate the merger agreement pursuant to this provision is required to use its commercially reasonable efforts to contest, appeal and remove such order, decree, ruling or other action;

•

by either Equity or ASB if there has been any material adverse change with respect to the other party;

•

subject to certain cure rights, by Equity or ASB, if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and correct) set forth in the merger agreement or any other agreement contemplated in the merger agreement on the part of the other party to the merger agreement, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (or inaccuracies of such representations and warranties), would constitute, if occurring or continuing at the closing of the merger, the failure of a closing condition; provided, however, that the right to terminate the merger agreement under this provision shall not be available to a party if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in the merger agreement;

•

by Equity or ASB, if ASB does not receive the required shareholder approval at the ASB special meeting or any adjournment or postponement thereof; provided, however, that ASB may not terminate the merger agreement pursuant to this provision if ASB has breached in any material respect any of its obligations under the merger agreement, in each case in a manner that caused the failure to obtain the approval of the shareholders at the ASB special meeting, or at any adjournment or postponement thereof;

•

by ASB prior to obtaining the approval of the ASB shareholders at the ASB special meeting, and subject to the terms and conditions set forth in the merger agreement, in order to accept an alternative acquisition proposal;

•

by Equity if ASB’s board of directors, prior to obtaining the approval of the ASB shareholders and in compliance with the procedures set forth in the merger agreement, approves, endorses or recommends an alternative acquisition proposal or enters into a definitive agreement with respect to an alternative acquisition proposal or modifies or amends its recommendation in a manner adverse to Equity or withdraws its recommendation;

•

by Equity or ASB if the other party or its respective banking subsidiary enters into any formal or informal administrative action with any court, arbitrator, federal or state governmental agency or other authority or any such action is threatened by any such entity; or

•

by ASB, within two business days of the calculation date, which will be the last day of the month immediately preceding the month during which the date of the closing of the merger occurs or such other mutually agreed date, if both (i) the volume weighted average closing price of Equity common stock during the twenty trading day period ending on the close of business on the day prior to the calculation date is less than $23.672, and (ii) Equity’s common stock underperforms the KBW Nasdaq Regional Banking Index (KRX) by more than 20%; provided, however, that Equity has a right to cure by adjusting the exchange ratio or increasing the per share cash amount as provided in the merger agreement.

Termination fee (page 77)

If the merger agreement is terminated under certain circumstances, including circumstances involving an alternative acquisition proposal and changes in the recommendation of the ASB Board, ASB may be required to pay to Equity a termination fee equal to $3,500,000. This termination fee could discourage other companies from seeking to acquire or merge with ASB. Termination fees are discussed in more detail in the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination Fee” beginning on page 77.

Regulatory approvals required for the merger (page 58)

Subject to the terms of the merger agreement, both ASB and Equity have agreed to cooperate with each other and use their commercially reasonable efforts to obtain all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement. These approvals include approvals from, among others, the Federal Reserve and the OSBC. Equity has submitted applications and notifications to obtain regulatory approvals from, or provide prior notice to, each required governmental authority.

Although neither ASB nor Equity knows of any reason why it cannot obtain these regulatory approvals in a timely manner, ASB and Equity cannot be certain when or if they will be obtained.

The rights of ASB shareholders will change as a result of the merger (page 89)

The rights of ASB shareholders will change as a result of the merger due to differences in Equity’s and ASB’s governing documents. See “Comparison of Shareholders’ Rights” for a description of the material differences in shareholders’ rights under each of the Equity and ASB governing documents.

Risk factors (page 20)

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the factors described under the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 20.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF EQUITY

The following table sets forth selected historical consolidated financial and other data (i) as of and for the three months ended March 31, 2021 and 2020 and (ii) as of and for the years ended December 31, 2020, 2019 and 2018. Selected consolidated financial data as of and for the years ended December 31, 2020, 2019 and 2018 have been derived from Equity’s audited financial statements which are incorporated by reference in this proxy statement/prospectus. Selected financial data as of and for the three months ended March 31, 2021 and 2020 have been derived from Equity’s unaudited financial statements incorporated by reference in this proxy statement/prospectus and have not been audited but, in the opinion of Equity’s management, contain all adjustments (consisting of only normal or recurring adjustments) necessary to present fairly Equity’s financial position and results of operations for such periods in accordance with GAAP. Equity’s historical results are not necessarily indicative of any future period. The performance, asset quality and capital ratios are unaudited and derived from Equity’s audited and unaudited financial statements as of and for the periods presented. Average balances have been calculated using daily averages, unless otherwise denoted.


(Dollars in thousands, except per share data)	As of and for the three months ended March 31,					As of and for the years ended December 31,
	2021			2020		2020			2019		2018
Statement of Income Data
Interest and dividend income	$	35,812		$	40,557	$	155,561		$	175,499	$	161,556
Interest expense		4,053			8,462		22,909			49,641		36,758
Net interest income		31,759			32,095		132,652			125,858		124,798
Provision (reversal) for credit losses		(5,756	)		9,940		24,255			18,354		3,961
Net gain (loss) on acquisition		(78	)		—		2,145			—		—
Net gain (loss) from securities transactions		17			8		11			14		(9	)
Other non-interest income		6,773			5,298		23,867			24,974		19,734
Merger expense		152			—		299			915		7,462
Goodwill impairment		—			—		104,831			—		—
Other non-interest expense		24,729			25,758		103,860			98,720		86,925
Income (loss) before income taxes		19,346			1,703		(74,570	)		32,857		46,175
Provision for income taxes		4,271			445		400			7,278		10,350
Net income (loss)		15,075			1,258		(74,970	)		25,579		35,825
Net income (loss) allocable to common stockholders		15,075			1,258		(74,970	)		25,579		35,825
Basic earnings (loss) per share	$	1.04		$	0.08	$	(4.97	)	$	1.64	$	2.33
Diluted earnings (loss) per share	$	1.02		$	0.08	$	(4.97	)	$	1.61	$	2.28


(Dollars in thousands, except per share data)	As of and for the three months ended March 31,						As of and for the years ended December 31,
	2021			2020			2020			2019			2018
Balance Sheet Data (at period end)
Cash and cash equivalents	$	136,688		$	142,252		$	280,698		$	89,291		$	192,818
Available-for-sale securities		998,100			187,812			871,827			142,067			168,875
Held-to-maturity securities		—			721,992			—			769,059			748,356
Loans held for sale		8,609			6,494			12,394			5,933			2,972
Gross loans held for investment		2,795,740			2,507,123			2,591,696			2,556,652			2,575,408
Allowance for credit losses⁽¹⁾		55,525			21,915			33,709			12,232			11,454
Loans held for investment, net of allowance for loan losses		2,740,215			2,485,208			2,557,987			2,544,420			2,563,954
Goodwill and core deposit intangibles, net		46,624			155,537			47,658			156,339			153,437
Other intangible assets		1,119			1,167			1,130			1,179			1,228
Total assets		4,196,184			3,943,832			4,013,356			3,949,578			4,061,716
Total deposits		3,634,530			2,960,397			3,447,590			3,063,516			3,123,447
Borrowings		138,053			481,371			133,857			383,632			464,676
Total liabilities		3,798,369			3,466,481			3,605,707			3,471,518			3,605,775
Total stockholders’ equity		397,815			477,351			407,649			478,060			455,941

Performance ratios
Return on average assets (ROAA) annualized		1.48	%		0.13	%		(1.87	)%		0.64	%		1.00	%
Return on average equity (ROAE) annualized		15.45	%		1.05	%		(16.14	)%		5.52	%		8.52	%
Yield on loans annualized		4.59	%		5.47	%		5.00	%		5.73	%		5.74	%
Cost of interest-bearing deposits annualized		0.36	%		1.09	%		0.66	%		1.53	%		1.15	%
Net interest margin annualized		3.31	%		3.67	%		3.63	%		3.48	%		3.81	%
Non-interest income / average assets annualized		0.66	%		0.55	%		0.65	%		0.63	%		0.55	%
Non-interest expense / average assets annualized		2.44	%		2.66	%		5.23	%		2.50	%		2.62	%

Capital Ratios
Tier 1 Leverage Ratio		8.73	%		9.02	%		9.30	%		9.02	%		8.60	%
Common Equity Tier 1 Capital Ratio		12.53	%		11.67	%		12.82	%		11.63	%		10.95	%
Tier 1 Risk Based Capital Ratio		13.08	%		12.20	%		13.37	%		12.15	%		11.45	%
Total Risk Based Capital Ratio		17.02	%		13.00	%		17.35	%		12.59	%		11.86	%
Equity / Assets		9.48	%		12.10	%		10.16	%		12.10	%		11.23	%
Book value per share	$	27.66		$	31.41		$	28.04		$	30.95		$	28.87
Tangible book value per share*	$	24.34		$	21.10		$	24.68		$	20.75		$	19.08

*	Indicates non-GAAP financial measure. Please refer to explanation below.

(1)	Effective January 1, 2021, the Company adopted the FASB ASU 2016-13, which requires the estimation of an allowance for credit losses in accordance with the current expected credit loss (“CECL”) methodology.

Non-GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures

Some of the financial measures included in Equity’s selected historical consolidated financial and other data are not measures of financial performance recognized by GAAP including tangible book value per share. “Tangible book value per share” is defined as tangible common equity divided by total common shares outstanding. This measure is important to investors interested in changes from period-to-period in book value per share exclusive of changes in intangible assets.

Equity believes that these non-GAAP financial measures provide useful information to management and investors that is supplementary to Equity’s financial condition, results of operations and cash flows computed in accordance with GAAP. However, Equity acknowledge that its non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use. The following reconciliation table provides a more detailed analysis of these non-GAAP financial measures.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity, tangible book value per common share, and diluted tangible book value per common share and compares these values with book value per common share (dollars in thousands, except per share data):


	As of and for the three months ended March 31,				As of and for the years ended December 31,
	2021		2020		2020		2019		2018
Total stockholders’ equity	$	397,815	$	477,351	$	407,649	$	478,060	$	455,941
Less: goodwill		31,601		136,432		31,601		136,432		131,712
Less: core deposit intangibles, net		15,023		19,105		16,057		19,907		21,725
Less: mortgage servicing asset, net		0		4		0		5		11
Less: naming rights, net		1,119		1,163		1,130		1,174		1,217


Tangible common equity	$	350,072	$	320,647	$	358,861	$	320,542	$	301,276


Common shares outstanding at period end		14,383,913		15,198,986		14,540,556		15,444,434		15,793,095


Diluted common shares outstanding at period end		14,668,287		15,297,319		14,540,556		15,719,810		16,085,729


Book value per common share	$	27.66	$	31.41	$	28.04	$	30.95	$	28.87


Tangible book value per common share	$	24.34	$	21.10	$	24.68	$	20.75	$	19.08

RISK FACTORS

In addition to general investment risks and the other information contained in this proxy statement/prospectus, including the matters addressed under the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 27 and the matters discussed under the caption “Risk Factors” in the Annual Report on Form 10-K filed by Equity for the fiscal year ended December 31, 2020, as updated by a subsequent Form 10-Q filings and other reports filed with the SEC, you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus.

Unless the context otherwise requires, references in this proxy statement/prospectus to “Equity” refer to Equity Bancshares, Inc., a Kansas corporation, and its affiliates, including Equity Bank.

Risks Relating to the Merger

The merger may not be completed.

Completion of the merger is subject to regulatory approval. Equity may not receive the required regulatory approvals. If Equity does not obtain the required regulatory approvals, the merger will not be completed. If such regulatory approvals are received, they may impose conditions that would result in certain closing conditions of the merger not being satisfied or may not be received timely.

The consummation of the merger is also subject to other conditions precedent described in the merger agreement. If a condition of either party is not satisfied, such party may be able to terminate the merger agreement and, in such case, the merger would not be consummated. If all of the conditions precedent in the merger agreement are not satisfied, the merger may not be completed.

The sum of ASB’s consolidated capital, surplus and retained earnings accounts less all intangible assets prior to the closing of the merger less the ASB Merger Costs could be an amount that results in the reduction of the stock and cash consideration, if any, to be received by the ASB common shareholders as merger consideration.

ASB’s adjusted shareholders’ equity will depend in part on the results of ASB’s business operations and the management of merger-related expenses by ASB prior to the closing of the merger. If ASB’s earnings are less than it expects or if the ASB Merger Costs are greater than ASB expects, the ASB adjusted shareholders’ equity may be less than $60,537,298. Preparing for integration of the merger may have a negative impact on ASB’s results of operations, and the merger-related expenses for which ASB will be liable are difficult to predict. As of June 11, 2021, ASB estimates that the ASB adjusted shareholders’ equity will be approximately $67,179,000 assuming an October 1, 2021 closing date and that the ASB Merger Costs will be approximately $6,641,000. Based on the foregoing estimates, ASB expects that the exchange ratio will be 2.4644 shares of Equity common stock issuable for each share of ASB common stock and that no cash consideration will be payable to the holders of ASB common stock. You should be aware that the foregoing numbers are only estimates and such numbers are difficult to predict. If the actual numbers are materially different from such estimates, there could be a significant adjustment to the merger consideration. For a discussion of the possible downward adjustment to the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page 59. Accordingly, at the time ASB shareholders vote with respect to the Merger Proposal, they will not know the exact exchange ratio or the amount of any cash consideration, if any, they will be entitled to receive in the merger.

Preparing for the merger may negatively impact ASB’s operating results and, as a result, the exchange ratio and the amount of the cash portion of the merger consideration that ASB shareholders may be entitled to receive.

ASB is taking various actions, as required by the merger agreement, to prepare for the merger and expects to continue to do so prior to the closing of the merger. These actions include participating in preparing regulatory filings for the merger, meeting with customers and employees to discuss the merger, and preparing for systems conversion related to the merger. These items may distract ASB’s management from pursuing the business strategy that ASB has historically employed. In addition, the merger agreement places certain restrictions on the ability of ASB to engage in certain transactions without ASB obtaining the consent of Equity prior to taking certain actions. Finally, ASB will be liable for certain merger-related expenses prior to the closing of the merger. Additional discussion of ASB’s covenants made in connection with the merger agreement are discussed more fully in “The Merger Agreement—Covenants and Agreements,” beginning on page 68. These factors may impact ASB’s profitability and these one-time expenses could result in ASB’s non-interest expenses being higher than historical levels prior to the consummation of the merger. Accordingly, the results of ASB’s operations prior to ASB’s entry into the merger agreement may not have any predictive value relating to, or be representative of, ASB’s operating results and profitability following its entry into the merger agreement. Lower profits and higher expenses may adversely affect ASB’s capital, surplus, and retained earnings prior to the consummation of the merger, which may reduce the exchange ratio and result in a limited or no cash merger consideration paid to ASB’s common shareholders as merger consideration.

Because the market price of Equity common stock will fluctuate, ASB common shareholders cannot be certain of the market value of the merger consideration they will receive.

The market value of the equity portion of the merger consideration payable to the ASB common stock will vary from the closing price of Equity common stock on the date Equity and ASB announced the merger, on the date that this proxy statement/prospectus is mailed to ASB shareholders, on the date of the ASB special meeting and on the date the merger is completed and thereafter. Any change in the market price of Equity common stock prior to the completion of the merger will affect the market value of the equity portion of the merger consideration that ASB shareholders will be entitled to receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of shares of Equity common stock. Stock price changes may result from a variety of factors that are beyond the control of Equity, including, but not limited to, general market and economic conditions, changes in Equity’s business, operations and prospects and regulatory considerations.

Therefore, at the time of the ASB special meeting ASB common shareholders will not know the precise market value of the merger consideration you will be entitled to receive at the effective time. You should obtain current market quotations for shares of Equity common stock. There are no current market quotations for ASB common stock because ASB is a privately owned corporation and its common stock is not traded on any established public trading market.

The market price of Equity common stock after the merger may be affected by factors different from those affecting the shares of ASB or Equity currently.

Upon completion of the merger, holders of ASB common stock will become holders of Equity common stock. Equity’s business differs in important respects from that of ASB, and, accordingly, the results of operations of the combined company and the market price of Equity common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Equity and ASB. For a discussion of the business of ASB and of some important factors to consider in connection with its business, see “Information About ASB” beginning on page 85.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger and the bank merger may be completed, Equity must obtain approvals from the Federal Reserve and the OSBC. Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals, waivers or consents, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals Required for the Merger” beginning on page 58. An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approvals, waivers or consents, or delay their receipt. These regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger. See “The Merger—Regulatory Approvals Required for the Merger” beginning on page 58.

Combining the two companies, including the retention of key employees, may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

Equity and ASB have operated and, until the completion of the merger, will continue to operate, independently and may not begin the actual integration process. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on Equity’s ability to successfully combine and integrate the businesses of Equity and ASB in a manner that permits growth opportunities and does not materially disrupt the existing customer relations nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect Equity’s ability to successfully conduct its business, which could have an adverse effect on Equity’s financial results and the value of its common stock. If Equity experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that can cause Equity and/or ASB to lose customers or cause customers to remove their accounts from Equity and/or ASB and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of ASB and Equity during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated.

Certain of ASB’s directors and executive officers may have interests in the merger that may differ from the interests of ASB’s shareholders.

ASB’s shareholders should be aware that some of ASB’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of ASB’s shareholders generally. The ASB Board was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that ASB’s shareholders vote in favor of approving the merger agreement.

These interests include the following:

•

Employee Severance Benefits. Equity has agreed to provide certain severance benefits to ASB’s employees whose employment is terminated under the circumstances specified in the merger agreement.

•

ASB Stock Options. Pursuant to the merger agreement, the outstanding 1,000 stock options of ASB will be required to be exercised and cancelled.

•

Board Seats. At closing of the merger, Equity will add one (1) board seat to be filled by Leon Borck, or such other current member of the ASB Board as mutually agreed by Equity and ASB. At closing of the merger, Equity will cause Equity Bank to add three (3) board seats, to be filled by Leon Borck, Doug Thurman and Max Nichols, or such other current member of the American State Bank & Trust Company board of directors as mutually agreed by Equity and ASB.

Certain of the above payments are transaction expenses borne by ASB’s shareholders. For a more complete description of these interests, see “The Merger—Interests of ASB’s Directors and Executive Officers in the Merger” beginning on page 54.

Termination of the merger agreement could negatively impact both ASB and Equity.

If the merger agreement is terminated, there may be various consequences. For example, ASB’s or Equity’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of Equity’s common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, ASB may be required to pay to Equity a termination fee of $3,500,000.

ASB and Equity will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on ASB or Equity. These uncertainties may impair ASB’s or Equity’s ability to attract, retain and motivate key personnel

until the merger is completed, and could cause customers and others that deal with ASB or Equity to seek to change existing business relationships with ASB or Equity. Retention of certain employees by ASB or Equity may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with ASB or Equity. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with ASB or Equity, ASB’s business or Equity’s business could be harmed. In addition, subject to certain exceptions, ASB and Equity have each agreed to operate its business in the ordinary course prior to closing of the merger and agreed to certain restrictive covenants. See “The Merger Agreement—Covenants and Agreements” beginning on page 68 for a description of the restrictive covenants applicable to ASB and Equity.

If the merger is not completed, Equity and ASB will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of Equity and ASB has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, Equity and ASB would have to recognize these expenses without realizing the expected benefits of the merger.

The merger agreement limits ASB’s ability to pursue acquisition proposals and requires ASB to pay a termination fee of $3,500,000 under limited circumstances, including circumstances relating to acquisition proposals for ASB.

The merger agreement prohibits ASB from initiating, soliciting or knowingly encouraging certain third-party acquisition proposals. See “The Merger Agreement—Agreement Not to Solicit Other Offers” beginning on page 72. The merger agreement also provides that ASB must pay a termination fee in the amount of $3,500,000 in the event that the merger agreement is terminated under certain circumstances, including a change of recommendation of the ASB Board in connection with a third-party acquisition proposal. These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of ASB from considering or proposing such an acquisition. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination Fee” beginning on page 77.

The shares of Equity common stock to be received by ASB common shareholders as a result of the merger will have different rights from the shares of ASB common stock.

Upon completion of the merger, ASB common shareholders will become Equity shareholders and their rights as Equity shareholders will be governed by the K.S.A., Equity’s Second Amended and Restated Articles of Incorporation (the “Equity articles”) and Equity’s Amended and Restated Bylaws (the “Equity bylaws”). The rights associated with ASB’s common stock are different from the rights associated with Equity common stock. Please see “Comparison of Shareholders’ Rights” beginning on page 89 for a discussion of the different rights associated with Equity common stock.

Holders of ASB and Equity common stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Holders of ASB common stock and Equity common stock currently have the right to vote in the election of the board and on other matters affecting ASB and Equity, respectively. Upon the completion of the merger, each ASB common shareholder who receives shares of Equity common stock will become a shareholder of Equity with a percentage ownership of Equity that is smaller than the shareholder’s percentage ownership of ASB. It is currently expected that the former shareholders of ASB, as a group, will receive shares in the merger constituting approximately 14.8% of the outstanding shares of Equity common stock immediately after the merger, and current holders of Equity common stock, as a group, will own approximately 85.2% of the outstanding shares of

Equity common stock immediately after the merger. As a result, ASB common shareholders may have less influence on the management and policies of Equity than they now have on the management and policies of ASB and current Equity shareholders may have less influence than they now have on the management and policies of Equity.

The appraisal rights process is uncertain.

ASB stockholders may or may not be entitled to receive more than the amount provided for in the merger agreement for their shares of ASB common stock and/or ASB preferred stock if they elect to exercise their appraisal rights with respect to the proposed merger, depending on the appraisal of the fair value of the ASB common stock or ASB preferred stock pursuant to the appraisal procedures under the K.S.A. See “The Merger—Appraisal Rights in the Merger” beginning on page 55 and Annex E. For this reason, the amount of cash that you might be entitled to receive should you elect to exercise your appraisal rights with respect to the merger may be more or less than the value of the merger consideration to be paid pursuant to the merger agreement. In addition, it is a closing condition of the merger agreement that the holders of not more than 5% of the outstanding shares of ASB common stock and ASB preferred stock shall have exercised their statutory appraisal rights under the K.S.A. The number of shares of ASB common stock and ASB preferred stock that will exercise appraisal rights under the K.S.A. is not known and therefore we do not know whether this closing condition will be satisfied.

The opinion of ASB’s financial advisors received by the ASB Board prior to the signing of the merger agreement does not reflect changes in circumstances since the date of such opinion.

The opinion of ASB’s financial advisor received by the ASB Board was delivered orally on May 14, 2021, and subsequently confirmed in writing on May 14, 2021. Changes in the operations and prospects of Equity or ASB, general market and economic conditions and other factors that may be beyond the control of Equity or ASB may significantly alter the value of ASB or the price of Equity common stock by the time the merger is completed. The opinion does not speak as of the date of this proxy statement/prospectus and does not concern the consideration payable to the ASB preferred stock, the time the merger will be completed or as of any date other than the date of such opinion.

Litigation may be filed against ASB, Equity or their respective boards of directors or officers, which could prevent or delay the completion of the merger or result in the payment of damages following completion of the merger.

Lawsuits may be filed against ASB, Equity or their respective boards of directors or officers in connection with the merger, which could prevent or delay completion of the merger and result in substantial costs to ASB and Equity, including any costs associated with indemnification. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect Equity’s business, financial condition, results of operations and cash flows following completion of the merger.

Future sales or the possibility of future sales of a substantial amount of Equity common stock may depress the price of shares of Equity common stock.

Future sales or the availability for sale of substantial amounts of Equity common stock in the public market, or the perception that these sales could occur, could adversely affect the prevailing market price of Equity common stock and could impair Equity’s ability to raise capital through future sales of equity securities.

Equity’s certificate of formation authorizes us to issue up to 45,000,000 shares of Class A common stock and up to 5,000,000 shares of Class B common stock. Immediately after the completion of this merger, Equity expects that approximately [ ] shares of Class A common stock and no shares of Class B common stock will be outstanding. Sales of a substantial number of shares of Equity common stock, or the perception that such sales may occur, may adversely impact the price of Equity common stock.

Equity may issue shares of Equity common stock or other securities from time to time as consideration for future acquisitions and investments and pursuant to compensation and incentive plans. If any such acquisition or investment is significant, the number of shares of Equity common stock, or the number or aggregate principal amount, as the case may be, of other securities that Equity may issue may in turn be substantial. Equity may also grant registration rights covering those shares of Equity common stock or other securities in connection with any such acquisitions and investments.

Equity cannot predict the size of future issuances of Equity common stock or the effect, if any, that future issuances and sales of Equity common stock will have on the market price of Equity common stock. Sales of substantial amounts of Equity common stock (including shares of Equity common stock issued in connection with an acquisition or under a compensation or incentive plan), or the perception that such sales could occur, may adversely affect prevailing market prices for Equity common stock and could impair Equity’s ability to raise capital through future sales of Equity securities.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information presented herein and in other documents filed with or furnished to the SEC, in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Equity’s and ASB’s current views with respect to, among other things, future events and Equity’s and ASB’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 Equity’s and ASB’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Equity’s and ASB’s control. Accordingly, Equity and ASB caution 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 Equity and ASB believe 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. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in “Risk Factors” section of this proxy statement/prospectus.

There are or will be important factors that could cause Equity’s and ASB’s actual results to differ materially from those indicated in these forward-looking statements, including, but are not limited to, the following:

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external economic and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve, inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits which may have an adverse impact on Equity’s and ASB’s financial condition;

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losses resulting from a decline in the credit quality of the assets that Equity and ASB hold;

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the occurrence of various events that negatively impact the real estate market, since a significant portion of Equity’s and ASB’s loan portfolio is secured by real estate;

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inaccuracies or changes in the appraised value of real estate securing the loans Equity and ASB originate that could lead to losses if the real estate collateral is later foreclosed upon and sold at a price lower than the appraised value;

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the loss of Equity’s and ASB’s largest loan and depositor relationships;

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limitations on Equity’s and ASB’s ability to lend and to mitigate the risks associated with Equity’s and ASB’s lending activities as a result of their size and capital position;

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differences in Equity’s and ASB’s qualitative factors used in their calculation of the allowance for credit losses from actual results;

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inadequacies in Equity’s and ASB’s allowance for credit losses which could require Equity and ASB to take a charge to their respective earnings and thereby adversely affect their financial condition;

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interest rate fluctuations which could have an adverse effect on Equity’s and ASB’s profitability;

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the impact of the transition from London Interbank Offered Rate (“LIBOR”) and Equity’s and ASB’s ability to adequately manage such transition;

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a continued economic downturn related to the COVID-19 pandemic, especially one affecting Equity’s and ASB’s core market areas;

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inability of borrowers on deferral to make payments on their loans following the end of the deferral period;

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potential fraud related to Small Business Administration (“SBA”) loan applications through the Paycheck Protection Program (“PPP”) as part of the U.S. Coronavirus Aid, Relief and Economic Security Act (“CARES Act”);

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the effects of pandemic and widespread public health emergencies;

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the costs of integrating the businesses Equity acquires, including ASB, which may be greater than expected;

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the departure of key members of Equity’s and ASB’s management personnel or Equity’s and ASB’s inability to hire qualified management personnel;

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generally difficult or unfavorable conditions in the market for financial products and services;

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challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services;

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a lack of liquidity resulting from decreased loan repayment rates, lower deposit balances, or other factors;

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inaccuracies in Equity’s and ASB’s assumptions about future events which could result in material differences between Equity’s and ASB’s financial projections and actual financial performance, including with respect to the ASB adjusted shareholders’ equity;

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an inability to keep pace with the rate of technological advances due to a lack of resources to invest in new technologies;

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disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, Equity’s or ASB’s information technology systems;

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unauthorized access to nonpublic personal information of Equity’s or ASB’s customers, which could expose Equity and ASB to litigation or reputational harm;

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disruptions, security breaches, or other adverse events affecting the third-party vendors who perform several of Equity’s and ASB’s critical processing functions;

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required implementation of new accounting standards that significantly change Equity’s existing recognition practices;

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additional regulatory requirements and restrictions on Equity’s or ASB’s business, which could impose additional costs on Equity or ASB;

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an increase in FDIC deposit insurance assessments, which could adversely affect Equity’s and ASB’s earnings;

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increased capital requirements imposed by banking regulators, which may require Equity or ASB to raise capital at a time when capital is not available on favorable terms or at all;

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restraints on the ability of Equity Bank or American State Bank & Trust Company to pay dividends to Equity and ASB, respectively, which could limit Equity’s and ASB’s liquidity;

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a failure in the internal controls Equity and ASB have implemented to address the risks inherent to the banking industry;

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continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies, many of which are subject to different regulations than Equity and ASB;

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costs arising from the environmental risks associated with making loans secured by real estate;

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the occurrence of adverse weather or manmade events, which could negatively affect Equity’s or ASB’s core markets or disrupt their operations;

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the effects of new federal tax laws, or changes to existing federal tax laws;

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the obligation associated with being a public company requires significant resources and management attention; and

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other factors that are discussed in “Risk Factors.”

The foregoing factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in this proxy statement/prospectus. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from what Equity and ASB anticipate. 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 Equity and ASB do 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 to predict those events or how they may affect it. In addition, Equity and ASB cannot assess the impact of each factor on Equity’s and ASB’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 proxy statement/prospectus 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 Equity and ASB or persons acting on Equity’s or ASB’s behalf may issue.

THE ASB SPECIAL MEETING

This section contains information for ASB shareholders about the ASB special meeting that ASB has called to allow its shareholders to consider and vote on the Merger Proposal. ASB is mailing this proxy statement/prospectus to you, as an ASB shareholder, on or about [ ], 2021. This proxy statement/prospectus is accompanied by a notice of the ASB special meeting and a form of proxy card that the ASB Board is soliciting for use at the ASB special meeting and at any adjournments or postponements of the ASB special meeting.

Date, Time and Place of the ASB Special Meeting

The ASB special meeting will be held at Great Bend Events Center, 3111 10th Street, Great Bend, Kansas 67530, at [ ] a.m., local time, on [ ], 2021. On or about [ ], 2021, ASB commenced mailing this document and the enclosed form of proxy card to its common and preferred shareholders entitled to vote at the ASB special meeting.

Matters to Be Considered

At the ASB special meeting, ASB common and preferred shareholders will be asked to consider and vote upon the Merger Proposal, and if applicable, ASB common shareholders will be asked to consider and vote upon the Adjournment Proposal.

Completion of the merger is conditioned on, among other things, ASB common and preferred shareholder approval of the Merger Proposal. No other business may be conducted at the ASB special meeting.

Recommendation of the ASB Board

On May 14, 2021, the ASB Board approved the merger agreement and the transactions contemplated thereby. Based on ASB’s reasons for the merger described in the section of this proxy statement/prospectus entitled “The Merger—ASB’s Reasons for the Merger; Recommendation of the ASB Board” beginning on page 35, the ASB Board believes that the merger is in the best interests of the ASB shareholders.

Accordingly, the ASB Board recommends that you vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

ASB Record Date and Quorum

The ASB Board has fixed the close of business on [ ], 2021 as the ASB record date for determining the holders of ASB common stock and preferred stock entitled to receive notice of and to vote at the ASB special meeting.

As of the ASB record date, there were 1,007,788 shares of ASB common stock outstanding and entitled to notice of, and to vote at, the ASB special meeting or any adjournment thereof, and such outstanding shares of ASB common stock were held by 152 holders of record. Each share of ASB common stock entitles the holder to one vote at the ASB special meeting on each proposal to be considered at the ASB special meeting.

As of the ASB record date, there were 66,000 shares of ASB preferred stock outstanding and entitled to notice of, and to vote at, the ASB special meeting or any adjournment thereof, and such outstanding shares of ASB preferred stock were held by nine (9) holders of record. Each share of ASB preferred stock entitles the holder to one vote at the ASB special meeting on the Merger Proposal. The preferred shareholders will vote on the Merger Proposal as a separate class from the common shareholders.

No business may be transacted at the ASB special meeting unless a quorum of common shareholders and preferred shareholders is present. The presence (in person or by proxy) of holders of at least a majority of the

outstanding shares of ASB common stock and preferred stock entitled to be voted at the ASB special meeting constitutes a quorum for transacting business at the ASB special meeting. All shares of ASB common stock or ASB preferred stock present in person or represented by proxy, including abstentions and broker-non votes, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the ASB special meeting.

As of the ASB record date, the directors and executive officers of ASB and their affiliates beneficially owned and were entitled to vote, in the aggregate, 186,015 shares of ASB common stock, representing approximately 18.47% of the shares of ASB common stock outstanding on that date. As of the ASB record date, the directors and executive officers of ASB and their affiliates beneficially owned and were entitled to vote in the aggregate 60,000 shares of ASB preferred stock, representing approximately 90.9% of the shares of ASB preferred stock outstanding on that date. As of the ASB record date, Equity beneficially held no shares of ASB common stock or ASB preferred stock.

Required Vote; Treatment of Abstentions; Broker Non-Votes and Failure to Vote

Merger Proposal: The affirmative vote of the holders of at least a majority of the outstanding shares of ASB common stock and at least 2/3 of the outstanding shares of ASB preferred stock is required to approve the Merger Proposal. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or vote in person at the ASB special meeting or fail to instruct your bank or broker how to vote with respect to the Merger Proposal, it will have the effect of a vote against the proposal.

Adjournment Proposal: The affirmative vote of a majority of common shares entitled to vote on the subject matter and represented in person or by proxy at the ASB special meeting is required to approve the Adjournment Proposal. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or vote in person at the ASB special meeting or fail to instruct your bank or broker how to vote with respect to the Adjournment Proposal, it will have no effect on the proposal.

Voting on Proxies; Incomplete Proxies

An ASB shareholder of record as of the ASB record date may vote by proxy or in person at the ASB special meeting. If you hold your shares of ASB common stock or ASB preferred stock in your name as of the ASB record date, we ask that you complete and return the proxy card in the enclosed envelope. The envelope requires no additional postage if mailed in the United States.

ASB requests that ASB shareholders vote by completing and signing the accompanying proxy card and returning it to ASB as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of ASB common stock and preferred stock represented by it will be voted at the ASB special meeting in accordance with the instructions contained on the proxy card. If any proxy card is returned without indication as to how to vote, the shares of ASB common stock and preferred stock represented by the proxy card will be voted as recommended by the ASB Board.

If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker.

Every ASB shareholder’s vote is important. Accordingly, each ASB shareholder should sign, date and return the enclosed proxy card whether or not you plan to attend the ASB special meeting in person. Sending in your proxy card will not prevent you from voting your shares personally at the meeting, since you may revoke your proxy at any time before it is voted.

Shares Held in “Street Name”; Broker Non-Votes

Banks, brokers and other nominees who hold shares of ASB common stock or ASB preferred stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine”

proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker, bank or other nominee that are represented at the ASB special meeting, but with respect to which the broker or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. If your broker, bank or other nominee holds your shares of ASB common stock or ASB preferred stock in “street name,” your broker, bank or other nominee will vote your shares of ASB common stock and preferred stock only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank or other nominee with this proxy statement/prospectus.

Revocability of Proxies and Changes to an ASB Shareholder’s Vote

You have the power to change your vote at any time before your shares of ASB common stock or ASB preferred stock are voted at the ASB special meeting by:

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attending and voting in person at the ASB special meeting;

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giving notice of revocation of the proxy at the ASB special meeting; or

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delivering to the Secretary of ASB at P.O. Box 1346, Great Bend, Kansas 67530 (i) a written notice of revocation or (ii) a duly executed proxy card relating to the same shares, bearing a date later than the proxy card previously executed.

Attendance at the ASB special meeting will not in and of itself constitute a revocation of a proxy.

If you choose to send a completed proxy card bearing a later date than your original proxy card, the new proxy card must be received before the beginning of the ASB special meeting.

If your shares are held in “street name” by a bank or broker, you should follow the instructions of your bank or broker regarding the revocation of proxies.

Solicitation of Proxies

In addition to solicitation by mail, ASB’s directors, officers, and employees of ASB may solicit proxies by proxy solicitor, personal interview, telephone, or electronic mail. ASB reimburses brokerage houses, custodians, nominees, and fiduciaries for their expenses in forwarding proxies and proxy material to their principals. ASB will bear the entire cost of soliciting proxies from you.

Attending the ASB Special Meeting

All ASB shareholders, including holders of record as of the ASB record date and shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the ASB special meeting. Only ASB shareholders of record as of the ASB record date can vote in person at the ASB special meeting. If you are an ASB shareholder of record as of the ASB record date and you wish to attend the ASB special meeting, please bring your proxy card and evidence of your stock ownership, such as your most recent account statement, to the ASB special meeting. You should also bring valid picture identification.

An ASB shareholder who holds shares in “street name” through a broker, bank, trustee or other nominee (a “beneficial owner”) who desires to attend the ASB special meeting in person must bring proof of beneficial ownership as of the record date, such as a letter from the broker, bank, trustee or other nominee that is the record owner of such beneficial owner’s shares, a brokerage account statement or the voting instruction form provided by the broker.

Assistance

If you need assistance in completing your proxy card, have questions regarding ASB’s special meeting or would like additional copies of this proxy statement/prospectus, please contact Doug Thurman at (800) 805-4649.

ASB PROPOSALS

Proposal No. 1 Merger Proposal

ASB is asking its shareholders to approve the Merger Proposal. Holders of ASB common stock and preferred stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the ASB Board approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of ASB and the shareholders of ASB. See “The Merger—ASB’s Reasons for the Merger; Recommendation of the ASB Board” beginning on page 35 of this proxy statement/prospectus for a more detailed discussion of the ASB Board’s recommendation.

The ASB Board recommends a vote “FOR” the Merger Proposal.

Proposal No. 2 Adjournment Proposal

The ASB special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the ASB special meeting to approve the Merger Proposal.

If, at the ASB special meeting, the number of shares of ASB common stock or ASB preferred stock present or represented and voting in favor of the Merger Proposal is insufficient to approve the Merger Proposal, ASB intends to move to adjourn the ASB special meeting in order to enable the ASB Board to solicit additional proxies for approval of the Merger Proposal. In that event, ASB will ask its common shareholders to vote upon the Adjournment Proposal, but not the Merger Proposal.

In this proposal, ASB is asking its shareholders to authorize the holder of any proxy solicited by the ASB Board on a discretionary basis to vote in favor of adjourning the ASB special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from ASB shareholders who have previously voted.

The ASB Board recommends a vote “FOR” the Adjournment Proposal.

THE MERGER

The following discussion contains certain information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this proxy statement/prospectus and incorporated herein by reference. You are urged to read this entire proxy statement/prospectus carefully, including the merger agreement attached as Annex A, for a more complete understanding of the merger.

Terms of the Merger

Each of the board of directors of Equity (the “Equity Board”) and the ASB Board has approved the merger agreement. To consummate the merger, Merger Sub will merge with and into ASB, with ASB surviving the merger as a wholly owned subsidiary of Equity. Immediately following, and in connection with the merger, Equity will cause ASB to merge with and into Equity, with Equity surviving the second merger. Immediately following the integrated mergers (or at such later time as Equity may determine in its sole discretion), Equity will cause American State Bank & Trust Company, a Kansas state bank with its principal office in Wichita, Kansas and the banking subsidiary of ASB, to merge with and into Equity Bank, the banking subsidiary of Equity, with Equity Bank surviving the bank merger.

If the merger is completed, each share of ASB common stock (other than shares of ASB common stock held by ASB, Equity and any dissenting shareholder) will be converted into the right to receive, without interest, (i) a number of shares of Equity common stock equal to the exchange ratio (the calculation of which is described in more detail in this proxy statement/prospectus), which is expected to be 2.4644 shares assuming that 1,008,788 shares of ASB common stock are outstanding immediately prior to the effective time; provided that such number of shares may be adjusted based on the number of shares of ASB common stock outstanding immediately prior to the effective time and may be reduced in the event ASB does not deliver a minimum of $60,537,298 of ASB adjusted shareholders’ equity, and (ii) its pro rata share of an amount of cash, if any, by which the ASB adjusted shareholders’ equity, calculated prior to the closing of the merger, exceeds the minimum equity, subject to an aggregate cap of $3,500,000 that may be paid to the holders of ASB common stock. Equity will not issue any fractional shares of Equity common stock in the merger. ASB common shareholders who would otherwise be entitled to a fraction of a share of Equity common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent), determined by multiplying the fractional share by $29.59. If the merger is completed, each outstanding share of ASB preferred stock will be converted into the right to receive, without interest, $100.00. The aggregate consideration payable to the holders of the ASB preferred stock is expected to be and is capped at $6,600,000. For a discussion of the possible upward or downward adjustment of the merger consideration, the ASB shareholders’ equity as of a recent date and ASB’s estimate of the ASB Merger Costs, see “The Merger Agreement—Merger Consideration” beginning on page 59.

ASB’s shareholders are being asked to approve the Merger Proposal. See the section of this proxy statement/prospectus entitled “The Merger Agreement” beginning on page 59 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

As a regular part of their duties, executive management and directors of ASB have considered various strategic alternatives to enhance and maximize stockholder value. These strategic alternatives have included continuing as an independent institution, acquiring other banks, bank branches or other financial services related businesses, or a sale or merger of ASB.

On February 5, 2021, ASB entered into an agreement with D.A. Davidson to act as an advisor in an effort to evaluate the opportunities available for the merger and/or sale of ASB. ASB’s board of directors sought a tax

deferred transaction for the ASB common shareholders with a publicly traded buyer whose stock the ASB board viewed as having upside potential. Over the course of the past several years, ASB had received inquiries from, and had informal discussions with, potential buyers. Based on this experience, ASB’s board understood the buyer landscape and the limited number of potential suitors that would satisfy those desires. After careful deliberation and analysis, the decision was made to allow D.A. Davidson to contact two prospective partners who in the past had exhibited interest in merging with ASB and that the ASB board of directors believe satisfied the foregoing criteria.

In late February 2021, D.A. Davidson proceeded with the process of soliciting indications of interests from both prospective buyers. After executing confidentiality agreements, both prospective buyers were provided access to virtual data room containing preliminary due diligence information and had opportunity to meet with management of ASB. Both parties chose to submit merger proposals based on this initial level of due diligence. Equity’s initial proposal, submitted on March 25, 2021, had 100% stock consideration option offering ASB $84.1 million in aggregate merger consideration payable to the ASB common stock and ASB preferred stock and a second option that included a cash component of up to 20% offering ASB $85.6 million in aggregate merger consideration payable to the ASB common stock and ASB preferred stock. Equity’s initial proposal was based on limited due diligence information provided to Equity. Further credit and financial due diligence resulted in Equity adjusting its offer to reflect current merger consideration agreed to in the merger agreement. The other potential buyer had also provided a 100% stock consideration proposal that included a one-time special cash dividend to be paid at closing. The other potential buyer’s stock was publicly traded, but the offer had a lower value than Equity’s initial proposal and it offered less upside potential in the view of ASB’s board of directors.

On April 5, 2021, ASB held a special meeting of its board of directors to review the proposals from both prospective buyers. The ASB board of directors then authorized D.A. Davidson to move forward in attempting to negotiate a merger agreement with Equity. ASB’s board of directors viewed Equity’s proposal as having higher financial value for the ASB shareholders, higher upside potential for the ASB shareholders, lower execution risk and a more compelling cultural fit.

During April and May 2021, the parties conducted their respective due diligence of each other and negotiated the principal terms of the merger.

On May 5, 2021, Equity delivered a draft of a merger agreement to ASB. ASB’s management reviewed the draft merger agreement and discussed it with ASB’s advisors. On May 7, 2021, Equity delivered drafts of the ancillary documents to ASB. On May 8, 2021, ASB delivered a revised draft of the merger agreement to Equity. The parties and their respective advisors held numerous discussions and negotiations regarding the merger agreement and ancillary agreements during the week of May 10, 2021 in order to finalize the agreements.

On May 14, 2021, the directors of ASB reviewed with their counsel and advisors, the final merger document. D.A. Davidson delivered its opinion to the ASB board of directors that, subject to the assumptions and qualifications set forth in the opinion letter, the exchange ratio set forth in the merger agreement is fair to the common shareholders of ASB. Based upon ASB’s review and discussion of the merger agreement, the analyses and opinion of D.A. Davidson, and other relevant factors (described below in “ASB’s Reasons for the Merger”), the ASB board unanimously approved the merger with Equity and authorized the Chairman and President of ASB to sign the merger agreement.

The merger agreement was executed on May 14, 2021, and the companies issued a joint press release announcing the signing of the merger agreement on the morning of May 17, 2021.

ASB’s Reasons for the Merger; Recommendation of the ASB Board

The ASB Board has approved the merger agreement and unanimously recommends that the ASB shareholders vote “FOR” approval of the Merger Proposal.

In reaching its decision to approve the merger agreement and to recommend approval to the ASB shareholders, the ASB Board evaluated the merger and the merger agreement in consultation with its executive management, D.A. Davidson, ASB’s outside financial advisor and ASB’s legal counsel. In arriving at its recommendation, the ASB Board considered a number of factors, including the following:

•

the ASB Board’s familiarity with and review of information concerning the business, results of operations, financial condition, competitive position and future prospects of ASB;

•

the value of the consideration to be received by ASB’s shareholders relative to the book value and earnings per share of ASB common stock, including particularly the relationship between the consideration and ASB’s tangible book value;

•

the financial terms of recent business combinations in the financial services industry and a comparison of the multiples of selected combinations with the terms of the proposed transaction with Equity;

•

the current and prospective environment in which ASB operates, including overall local and regional economic conditions, the competitive environment for banks and other financial institutions, the increased regulatory burdens on financial institutions and the trend toward consolidation in the banking industry;

•

the results that ASB could expect to achieve operating independently, and the likely risks and benefits to shareholders of that course of action, as compared with the value of the merger consideration;

•

the opportunities and prospects of ASB for future organic growth and/or future growth through acquisitions;

•

the resources required to keep pace with technology and cybersecurity risks;

•

the resources required to keep pace with anticipated asset growth and provide shareholder liquidity as needed;

•

that a merger with a larger bank holding company could provide the opportunity to realize economies of scale, increase efficiencies of operations and enhance customer products and services;

•

the belief of the ASB Board that Equity emphasizes many of the same values embraced by ASB in the conduct of its business, such as, excellent customer service, employee development and delivering value to shareholders;

•

the prospects for continued growth and enhanced performance of the combined company;

•

the opinion provided by D.A. Davidson (see “Opinion of ASB’s Financial Advisor,” beginning on page 37);

•

the historical performance of Equity;

•

the anticipated likelihood of Equity to receive the requisite regulatory approvals in a timely manner;

•

the belief that the proposed merger enables leadership of ASB to maintain meaningful influence in the direction of the newly combined company;

•

the potential effect of the merger on ASB’s employees, including the prospects for continued employment and the severance and other benefits agreed to be provided by Equity to ASB’s employees; and

•

the terms and conditions of the merger agreement, including the parties’ respective representations, warranties, covenants and other agreements, the conditions to closing and the limitations on ASB’s ability to pursue other merger opportunities.

The ASB Board also considered the risks and potential negative factors outlined below, but concluded that the anticipated benefits of combining with Equity were likely to outweigh substantially these risks and factors. The risk factors included:

•

the lack of control of the ASB Board and ASB’s shareholders over the future operations and strategy of the combined company;

•

the requirement that ASB conduct its business in the ordinary course and the other restrictions on the conduct of ASB’s business before completion of the merger, which could delay or prevent ASB from undertaking business opportunities that may arise before completion of the merger;

•

the fact that certain benefits of the merger are reliant on the successful operation of Equity in the future as opposed to selling ASB entirely for cash, which would deliver all value to ASB shareholders upon closing of such a sale;

•

the limited liquidity of Equity common stock, even though it is quoted on Nasdaq; and

•

that under the merger agreement, ASB may not solicit competing proposals for the acquisition of ASB.

The reasons set out above for the merger are not intended to be exhaustive but are believed to include all material factors considered by the ASB Board in approving the merger. In reaching its determination, the ASB Board did not assign any relative or specific weights to different factors, and individual directors may have given different weights to different factors.

The ASB Board conducted an overall analysis of the factors described above as a whole, including thorough discussions with, and questioning of, its executive management and outside financial and legal advisors. Based on the reasons stated, the ASB Board believed that the merger was in the best interest of ASB’s shareholders and approved the merger agreement and the merger.

The foregoing explanation of the ASB Board’s reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 27.

The ASB Board determined that the merger and the merger agreement are in the best interests of ASB and its shareholders. Accordingly, the ASB Board approved the merger and the merger agreement and unanimously recommends that ASB shareholders vote “FOR” approval of the Merger Proposal and “FOR” the Adjournment Proposal.

Opinion of ASB’s Financial Advisor

On February 5, 2021, ASB entered into an engagement agreement with D.A. Davidson on an exclusive basis to render financial advisory and investment banking services to ASB in connection with ASB’s review of its financial and strategic alternatives, including through merger, sale or otherwise, by means of a merger, consolidation, reorganization or any other transaction of a like nature, regardless of form, with another person. As part of its engagement, D.A. Davidson agreed to assist ASB in analyzing, structuring, negotiating and, if appropriate, effecting a transaction between ASB and another corporation or business entity. D.A. Davidson also agreed to provide ASB’s board of directors with an opinion as to the fairness, from a financial point of view, to the holders of ASB common stock of the exchange ratio to be paid to such holders in the proposed merger. ASB engaged D.A. Davidson because D.A. Davidson is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with ASB and its business. As part of its investment banking business, D.A. Davidson is continually engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

On May 14, 2021, the ASB board of directors held a meeting to evaluate the proposed merger. At this meeting, D.A. Davidson reviewed the financial aspects of the proposed merger and rendered an opinion to the

ASB board that, as such date and based upon and subject to assumptions made, procedures followed, matters considered and limitations on the review undertaken, the exchange ratio was fair, from a financial point of view, to such holders of ASB’s common stock in the proposed merger.

The full text of D.A. Davidson’s written opinion, dated May 14, 2021, is attached as Annex D to this proxy statement-prospectus and is incorporated herein by reference. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. ASB’s common shareholders are urged to read the opinion in its entirety.

D.A. Davidson’s opinion speaks only as of the date of the opinion and D.A. Davidson undertakes no obligation to revise or update its opinion. The opinion is directed to the ASB board of directors and addresses only the fairness, from a financial point of view, to the holders of ASB common stock of the exchange ratio to be paid to such holders in the proposed merger. The opinion does not address, and D.A. Davidson expresses no view or opinion with respect to, (i) the underlying business decision of ASB to engage in the merger, (ii) the relative merits or effect of the merger as compared to any alternative business transactions or strategies that may be or may have been available to or contemplated by ASB or ASB’s board of directors, or (iii) any legal, regulatory, accounting, tax or similar matters relating to ASB, its shareholders or relating to or arising out of the merger. The opinion expresses no view or opinion as to any terms or other aspects of the merger, except for the exchange ratio. ASB and Equity determined the exchange ratio through the negotiation process. The opinion does not express any view as to the amount or nature of the compensation to any of ASB’s or Equity’s officers, directors or employees, or any class of such persons, relative to the exchange ratio, or with respect to the fairness of any such compensation. The opinion has been reviewed and approved by D.A. Davidson’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

D.A. Davidson has reviewed the registration statement on Form S-4 of which this proxy statement-prospectus is a part and consented to the inclusion of its opinion to the ASB board of directors as Annex D to this proxy statement-prospectus and to the references to D.A. Davidson and its opinion contained herein. A copy of the consent of D.A. Davidson is attached as Exhibit 99.1 to the registration statement on Form S-4.

In connection with rendering its opinion, D.A. Davidson reviewed, among other things, the following:

•

the draft of the merger agreement, dated May 13, 2021;

•

certain financial statements and other historical financial and business information about Equity and ASB made available to D.A. Davidson from published sources and/or from the internal records of ASB that D.A. Davidson deemed relevant;

•

certain publicly available analyst earnings estimates for Equity for the years ending December 31, 2021, December 31, 2022 and December 31, 2023 and for the years ending December 31, 2024, December 31, 2025, and December 31, 2026 based on growth rate assumptions estimated by D.A. Davidson;

•

financial projections for ASB for the year ending December 31, 2021 extrapolated from ASB management projections, for the year ending December 31, 2022 prepared by Equity and for the years ending December 31, 2023, December 31, 2024, December 31, 2025 and December 31, 2026 prepared by D.A. Davidson;

•

the current market environment generally and the banking environment in particular;

•

the market and trading characteristics of selected public companies and selected public bank holding companies in particular;

•

the financial terms of certain other transactions in the financial institutions industry, to the extent publicly available;

•

the relative contributions of Equity and ASB to the combined company;

•

the net present value of ASB with consideration of projected financial results through 2026;

•

compared the financial and operating performance of ASB with publicly available information concerning certain other companies that we deemed relevant;

•

considered the pro forma financial effects of the merger and;

•

such other financial studies, analyses and investigations and financial, economic and market criteria and other information as D.A. Davidson considered relevant including discussions with management and other representatives and advisors of Equity and ASB concerning the business, financial condition, results of operations and prospects of Equity and ASB.

In arriving at its opinion, D.A. Davidson has, with ASB’s consent, assumed and relied upon the accuracy and completeness of all information that was publicly available or supplied or otherwise made available to, discussed with or reviewed by or for D.A. Davidson. D.A. Davidson has not independently verified (nor has it assumed responsibility for independently verifying) such information or its accuracy or completeness. D.A. Davidson has relied on the assurances of management of ASB that they are not aware of any facts or circumstances that would make any of such information, forecasts or estimates inaccurate or misleading. D.A. Davidson has not undertaken or been provided with any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of ASB. In addition, D.A. Davidson has not assumed any obligation to conduct, nor has it conducted, any physical inspection of the properties or facilities of ASB, and has not been provided with any reports of such physical inspections. D.A. Davidson assumes that there has been no material change in ASB’s business, assets, financial condition, results of operations, cash flows or prospects since the date of the most recent financial statements provided to D.A. Davidson.

With respect to the financial projections and estimates (including information relating to the amounts and timing of the merger costs, cost savings, and revenue enhancements) provided to or otherwise reviewed by or for or discussed with D.A. Davidson, we have been advised by management of ASB, and have assumed with ASB’s consent, that such projections and estimates were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of ASB as to the future financial performance of ASB and the other matters covered thereby, and that the financial results reflected in such projections and estimates will be realized in the amounts and at the times projected. D.A. Davidson assumes no responsibility for and expresses no opinion as to these projections and estimates or the assumptions on which they were based. D.A. Davidson has relied on the assurances of management of ASB that they are not aware of any facts or circumstances that would make any of such information, projections or estimates inaccurate or misleading.

D.A. Davidson does not specialize in the evaluation of loan and lease portfolios, classified loans or other real estate owned or in assessing the adequacy of the allowance for loan losses with respect thereto, and it did not make an independent evaluation or appraisal thereof, or of any other specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of ASB or Equity or any of their respective subsidiaries. D.A. Davidson has not reviewed any individual loan or credit files relating to ASB or Equity. D.A. Davidson has assumed, with ASB’s consent, that the respective allowances for loan and lease losses for both ASB and Equity are adequate to cover such losses and will be adequate on a pro forma basis for the combined entity. D.A. Davidson did not make an independent evaluation of the quality of ASB’s or Equity’s deposit base, nor has D.A. Davidson independently evaluated potential deposit concentrations or the deposit composition of ASB or Equity. D.A. Davidson did not make an independent evaluation of the quality of ASB’s or Equity’s investment securities portfolio, nor has D.A. Davidson independently evaluated potential concentrations in the investment securities portfolio of ASB or Equity.

D.A. Davidson has assumed that all of the representations and warranties contained in the merger agreement and all related agreements are true and correct in all respects material to its analysis, and that the merger will be consummated in accordance with the terms of the merger agreement, without waiver, modification or amendment

of any term, condition or covenant thereof the effect of which would be in any respect material to its analysis. D.A. Davidson also assumed that all material governmental, regulatory or other consents, approvals, and waivers necessary for the consummation of the merger will be obtained without any material adverse effect on ASB or the contemplated benefits of the merger. Further, D.A. Davidson assumed that the executed merger agreement will not differ in any material respect from the draft merger agreement, dated May 13, 2021, reviewed by D.A. Davidson.

D.A. Davidson has assumed in all respects material to its analysis that ASB and Equity will remain as a going concern for all periods relevant to its analysis. D.A. Davidson expresses no opinion regarding the liquidation value of ASB and Equity or any other entity.

D.A. Davidson’s opinion is limited to the fairness, from a financial point of view, of the exchange ratio to be paid to the holders of ASB common stock in the proposed merger. D.A. Davidson does not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or merger (including, without limitation, the form or structure of the merger) or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into in connection with the merger, or as to the underlying business decision by ASB to engage in the merger. Furthermore, D.A. Davidson expresses no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of ASB or Equity, or any class of such persons, relative to the exchange ratio to be paid to the holders of ASB common stock in the merger, or with respect to the fairness of any such compensation. D.A. Davidson’s opinion does not take into account individual circumstances of specific holders with respect to control, voting or other rights which may distinguish such holders.

D.A. Davidson expresses no view as to, and its opinion does not address, the relative merits of the merger as compared to any alternative business transactions or strategies, or whether such alternative transactions or strategies could be achieved or are available. In addition, D.A. Davidson’s opinion does not address any legal, regulatory, tax or accounting matters, as to which D.A. Davidson understands that ASB obtained such advice as it deemed necessary from qualified professionals.

D.A. Davidson has not evaluated the solvency or fair value of ASB or Equity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. This opinion is not a solvency opinion and does not in any way address the solvency or financial condition of ASB or Equity. D.A. Davidson is not expressing any opinion as to the impact of the merger on the solvency or viability of ASB or Equity or the ability of ASB or Equity to pay their respective obligations when they come due.

Set forth below is a summary of the material financial analyses performed by D.A. Davidson in connection with rendering its opinion. The summary of the analyses D.A. Davidson set forth below is not a complete description of the analysis underlying its opinion, and the order in which these analyses are described below is not indicative of any relative weight or importance given to those analyses by D.A. Davidson. The following summaries of financial analyses include information presented in tabular format. You should read these tables together with the full text of the summary financial analyses, as the tables alone are not a complete description of the analyses.

Unless otherwise indicated, the following quantitative information, to the extent it is based on market data, is based on market data as of May 7, 2021, and is not necessarily indicative of market conditions after such date.

Implied Valuation Multiples for ASB based on the Exchange Ratio

D.A. Davidson reviewed the financial terms of the proposed transaction. As described in the merger agreement, each share of ASB common stock (“ASB common stock”) shall be converted into and become the right to receive, without interest, the number of shares of Equity common stock equal to the quotient of ASB Common Stock Per Share Value, as defined in Section 1.06(b) of the merger agreement, divided by $29.59

(“exchange ratio”). ASB Common Stock Per Share Value means an amount equal to the quotient of (i) difference of (A) $73,563,000, minus (B) the Equity Adjustment, divided by (ii) the number of shares of ASB common stock issued and outstanding immediately prior to the effective time. The terms and conditions of the merger are more fully set forth in the merger agreement. Based upon financial information as of or for the twelve month period ended March 31, 2021 and other financial and market information described below, D.A. Davidson calculated the following transaction ratios:


Transaction Ratios
	Aggregate
Transaction Price / LTM Net Income Available To Common		24.4x
Transaction Price / 2021E Net Income Available To Common⁽¹⁾⁽²⁾		18.3x
Transaction Price / Book Value (3/31/2021)		91.2	%
Transaction Price / Book Value (Per Definitive Agreement)⁽³⁾		96.2	%
Transaction Price / Tangible Book Value (3/31/2021)		113.8	%
Transaction Price / Tangible Book Value (Per Definitive Agreement)⁽³⁾		121.6	%
Transaction Price / Core 8% Tangible Book Value (3/31/2021)		114.7	%
Transaction Price / Core 8% Tangible Book Value (Per Definitive Agreement)⁽³⁾		121.5	%
Tangible Book Premium / Core Deposits (3/31/2021)⁽⁴⁾		1.4	%
Tangible Book Premium / Core Deposits (Per Definitive Agreement)⁽³⁾⁽⁴⁾		2.1	%

(1)	Financial projections for ASB extrapolated from management projections in 2021

(2)	Excludes $250K of additional pre-tax PPP fees not modeled by EQBK

(3)	Based on Tangible Book Value of $60.5 million as an agreed upon minimum TCE requirement as described in the Definitive Agreement

(4)	Tangible Book Premium / Core Deposits calculated by dividing the excess or deficit of the aggregate transaction value compared to tangible book value by core deposits

Stock Price Performance of Equity

D.A. Davidson reviewed the history of the reported trading prices and volume of Equity common stock and certain stock indices, including the S&P 500, the KBW Nasdaq Regional Bank Index and the NASDAQ Bank Index. D.A. Davidson compared the stock price performance of Equity with the performance of the S&P 500, the KBW Nasdaq Regional Banking Index and the NASDAQ Bank Index as follows:


One Year Stock Performance
	Beginning Index Value on 5/7/2020	Ending Index Value on 5/7/2021
S&P 500	100.0%	146.9%
KBW Nasdaq Regional Banking Index	100.0%	194.8%
NASDAQ Bank	100.0%	193.1%
EQBK	100.0%	203.0%



Three Year Stock Performance
	Beginning Index Value on 5/7/2018	Ending Index Value on 5/7/2021
S&P 500	100.0%	158.4%
KBW Nasdaq Regional Banking Index	100.0%	112.2%
NASDAQ Bank	100.0%	115.2%
EQBK	100.0%	78.2%

Five Year Stock Performance
	Beginning Index Value on 5/7/2016	Ending Index Value on 5/7/2021
S&P 500	100.0%	205.8%
KBW Nasdaq Regional Banking Index	100.0%	163.6%
NASDAQ Bank	100.0%	176.2%
EQBK	100.0%	142.1%

Since IPO
	Beginning Index Value on 11/10/2015	Ending Index Value on 5/7/2021
S&P 500	100.0%	203.3%
KBW Nasdaq Regional Banking Index	100.0%	144.6%
NASDAQ Bank	100.0%	159.2%
EQBK	100.0%	136.6%

Contribution Analysis

D.A. Davidson analyzed the relative contribution of ASB and Equity to certain financial and operating metrics for the pro forma combined company. Such financial and operating metrics included: (i) ASB’s net income (and net income available to common) for the twelve months ended March 31, 2021 and ASB’s estimated net income (and net income available to common) for the twelve months ended December 31, 2021 extrapolated from ASB management projections; (ii) Equity’s net income (and net income available to common) for the twelve months ended March 31, 2021 and Equity’s estimated net income (and net income available to common) for the twelve months ended December 31, 2021 based on publicly available analyst earnings estimates; (iii) total assets; (iv) total investment securities; (v) gross loans (including loans held for sale); (vi) loan loss reserve; (vii) total deposits; (viii) non-interest bearing demand deposits; (ix) non-maturity deposits; (x) tangible common equity; and (xi) minimum adjusted tangible common equity (per the merger agreement). The relative contribution analysis did not give effect to the impact of any synergies as a result of the proposed merger. The results of this analysis are summarized in the table below, which also compares the results of this

analysis with the implied pro forma ownership percentages of ASB or Equity shareholders in the combined company based on the exchange ratio:


Contribution Analysis
	EQBK Stand-alone⁽¹⁾			EQBK % of Total			ASB Stand-alone^(2) (3)		ASB % of Total
Income Statement—Historical
LTM Net Income (in thousands)	$	(61,153	)		NM		$	3,376		NM
LTM Net Income Available To Common (in thousands)	$	(61,153	)		NM		$	3,022		NM

Income Statement—Projections
2021 Estimated Net Income (in thousands)⁽³⁾	$	39,337			89.7	%	$	4,511		10.3	%
2021 Estimated Net Income Available To Common (in thousands)⁽³⁾	$	39,337			90.2	%	$	4,294		9.8	%

Balance Sheet
Total Assets (in thousands)	$	4,196,184			84.3	%	$	778,779		15.7	%
Total Investment Securities (in thousands)	$	1,013,274			85.3	%	$	174,977		14.7	%
Gross Loans, Incl. Loans HFS (in thousands)	$	2,804,349			85.4	%	$	478,726		14.6	%
Loan Loss Reserve (in thousands)	$	55,525			90.8	%	$	5,620		9.2	%
Total Deposits (in thousands)	$	3,634,530			84.8	%	$	652,313		15.2	%
Non-Interest Bearing Demand Deposits (in thousands)	$	972,364			85.7	%	$	161,948		14.3	%
Non-CDs (in thousands)	$	3,046,625			84.9	%	$	541,963		15.1	%
Actual Tangible Common Equity (3/31/2021) (in thousands)	$	350,072			84.4	%	$	64,686		15.6	%
Adj. Tangible Common Equity (Per Definitive Agreement) (in thousands)⁽⁴⁾	$	350,072			85.3	%	$	60,537		14.7	%

Pro Forma Ownership
Pro Forma Ownership Split (at 2.4669x Exchange Ratio)					85.3	%				14.7	%

Note: Pro forma contribution does not include any purchase accounting or merger adjustments

(1)	Financial projections for EQBK based on street estimates in 2021

(2)	Financial projections for ASB extrapolated from management projections in 2021

(3)	Includes $250K of additional pre-tax PPP fees not modeled by EQBK

(4)	Based on Tangible Book Value of $60.5 million as an agreed upon minimum TCE requirement as described in the Definitive Agreement

ASB Comparable Companies Analysis

D.A. Davidson used publicly available information to compare selected financial and market trading information for a group of 11 financial institutions selected by D.A. Davidson which: (i) were headquartered in Arkansas, Colorado, Illinois, Iowa, Kansas, Missouri, Nebraska and Oklahoma; (ii) had their common stock listed on the NYSE, NASDAQ or an over-the-counter exchange; (iii) had assets between $500 million and

$1 billion; (iv) had a return on average assets greater than 0.00%; and (v) were not pending merger targets. The 11 financial institutions were as follows:

Bank of Labor Bancshares, Inc.

Cornerstone Bancorp Inc.

First Ottawa Bancshares, Inc.

IF Bancorp, Inc.

InBankshares, Corp

Iowa First Bancshares Corp.

Pontiac Bancorp, Inc.

Royal Financial, Inc.

Solera National Bancorp, Inc.

Town and Country Financial Corp.

White River Bancshares Co

The analysis compared the financial condition and market performance of ASB and the 11 financial institutions identified above based on publicly available financial and market trading information for ASB and the 11 financial institutions as of and for the twelve-month or three-month period ended March 31, 2021. The analysis did not reflect the impact from pending acquisitions or acquisitions closed after March 31, 2021. The table below shows the results of this analysis (excluding the impact of earnings per share multiples considered not meaningful by D.A. Davidson).


Financial Condition and Performance
	ASB⁽²⁾			Comparable Companies
	ASB⁽²⁾			Median			Average			Low			High
Total Assets (in millions)	$	779		$	745		$	721		$	524		$	973
Loan / Deposit Ratio		73.4	%		85.4	%		82.6	%		40.4	%		106.1	%
Non-Performing Assets / Total Assets⁽¹⁾		0.55	%		0.39	%		0.60	%		0.00	%		2.42	%
Tangible Common Equity Ratio		8.48	%		8.52	%		8.82	%		5.14	%		15.47	%
Net Interest Margin (LTM)		3.11	%		3.35	%		3.35	%		2.76	%		3.85	%
Cost of Deposits (LTM)		0.28	%		0.49	%		0.52	%		0.24	%		0.97	%
Non-Interest Income / Assets (LTM)		0.34	%		0.90	%		0.95	%		0.17	%		2.27	%
Efficiency Ratio (LTM)		73.2	%		69.9	%		66.3	%		36.5	%		87.6	%
Return on Average Equity (LTM)		3.88	%		6.87	%		9.19	%		3.16	%		21.27	%
Return on Average Assets (LTM)		0.44	%		0.79	%		0.82	%		0.24	%		1.72	%


Market Performance Multiples
	Comparable Companies
	Median			Average			Low			High
Market Capitalization (in millions)	$	61.5		$	59.0		$	13.7		$	91.6
Price Change (LTM)		11.1	%		21.8	%		-10.4	%		54.2	%
Price Change (YTD)		11.1	%		12.7	%		-12.0	%		37.5	%
Price / LTM Earnings		11.1x			11.9x			6.5x			21.0x
Price / Tangible Book Value		94.8	%		95.1	%		25.5	%		124.0	%
Price / Core 8% Tangible Book Value		107.3	%		101.8	%		35.1	%		153.9	%
Tangible Book Premium / Core Deposits⁽³⁾		-0.90	%		-0.52	%		-6.72	%		3.48	%
Dividend Yield (Most Recent Quarter)		1.76	%		1.69	%		1.33	%		2.01	%
Average Daily Volume (in thousands)	$	7		$	15		$	0		$	73

(1)	Non-Performing Assets / Total Assets includes performing troubled debt restructurings (TDRs)

(2)	ASB Net Income based on Est. LTM Net Income available to common shareholders

(3)	Tangible Book Premium / Core Deposits calculated by dividing the excess or deficit of the aggregate transaction value compared to tangible book value by core deposits

Equity Comparable Companies Analysis

D.A. Davidson used publicly available information to compare selected financial and market trading information for Equity and a group of 19 financial institutions selected by D.A. Davidson which: (i) were headquartered nationwide; (ii) had their common stock listed on the NASDAQ or NYSE; (iii) had assets between $1.0 billion and $10.0 billion; and (iv) were not pending merger targets. These 19 financial institutions were as follows:

Ames National Corporation

Bank7 Corp.

BankFinancial Corporation

Byline Bancorp, Inc.

Capitol Federal Financial, Inc.

CrossFirst Bankshares, Inc.

First Mid Bancshares, Inc.

First Western Financial, Inc.

Great Southern Bancorp, Inc.

Guaranty Federal Bancshares, Inc.

Hawthorn Bancshares, Inc.

HBT Financial, Inc.

Midland States Bancorp, Inc.

MidWestOne Financial Group, Inc.

National Bank Holdings Corp.

Old Second Bancorp, Inc.

QCR Holdings, Inc.

Southern Missouri Bancorp, Inc.

West Bancorporation, Inc.

The analysis compared the financial condition and market performance of Equity and the 19 financial institutions identified above based on publicly available financial and market trading information for Equity and the 19 financial institutions as of and for the twelve-month or three-month period ended March 31, 2021. The analysis also compared the 2021 and 2022 earnings per share multiples for Equity and the 19 financial institutions identified above based on publicly available analyst earnings estimates for Equity and the 19 financial institutions. The analysis did not reflect the impact from pending acquisitions or acquisitions closed after March 31, 2021. The table below shows the results of this analysis (excluding the impact of earnings per share multiples considered not meaningful by D.A. Davidson).


Financial Condition and Performance
				Comparable Companies
	EQBK			Median			Average			Low			High
Total Assets (in millions)	$	4,196		$	3,866		$	4,315		$	1,046		$	9,698
Loan / Deposit Ratio		76.9	%		86.0	%		82.6	%		61.7	%		105.2	%
Non-Performing Assets / Total Assets⁽¹⁾		1.62	%		0.60	%		0.78	%		0.16	%		2.67	%
Tangible Common Equity Ratio		8.44	%		9.07	%		9.01	%		6.27	%		13.06	%
Net Interest Margin (LTM)		3.53	%		3.21	%		3.30	%		1.97	%		4.96	%
Cost of Deposits (LTM)		0.37	%		0.43	%		0.45	%		0.11	%		0.94	%
Non-Interest Income / Assets (LTM)		0.62	%		0.89	%		0.99	%		0.17	%		2.90	%
Efficiency Ratio (LTM)		60.7	%		55.5	%		55.6	%		35.4	%		77.3	%
Return on Average Equity (LTM)		-13.81	%		10.47	%		10.78	%		3.36	%		19.55	%
Return on Average Assets (LTM)		-1.50	%		1.14	%		1.07	%		0.37	%		1.98	%


Market Performance Multiples
				Comparable Companies
	EQBK			Median			Average			Low			High
Market Capitalization (in millions)	$	442.0		$	500.8		$	579.4		$	110.3		$	1,817.0
Price Change (LTM)		103.0	%		70.7	%		70.3	%		19.8	%		118.4	%
Price Change (YTD)		42.3	%		28.2	%		29.1	%		1.0	%		60.7	%
Price / LTM Earnings		NM			12.6x			13.4x			7.3x			23.4x
Price / Tangible Book Value		10.9x			11.5	%		12.5	%		7.7	%		24.9	%
Price / Core 8% Tangible Book Value		13.3x			12.4	%		13.4	%		7.6	%		25.4	%
Tangible Book Premium / Core Deposits⁽²⁾		126.26	%		143.64	%		141.62	%		89.91	%		193.24	%
Dividend Yield (Most Recent Quarter)		2.65	%		4.52	%		4.69	%		-1.24	%		9.54	%
Average Daily Volume (in thousands)	$	999		$	1,285		$	1,828		$	165		$	6,984

(1)	Non-Performing Assets / Total Assets includes performing troubled debt restructurings (TDRs)

(2)	Tangible Book Premium / Core Deposits calculated by dividing the excess or deficit of the aggregate transaction value compared to tangible book value by core deposits

Precedent Transactions Analysis

D.A. Davidson reviewed three sets of precedent merger and acquisition transactions. The sets of mergers and acquisitions included: (1) “Kansas Transactions,” (2) “100% Stock Transactions” and “Post-COVID Transactions”.

“Kansas Transactions” included 8 transactions where:

•

the selling company was a bank or thrift headquartered in Kansas;

•

the selling company’s total assets were between $250 million and $5 billion;

•

the transaction was announced between January 1, 2012 and May 7, 2021;

•

the transaction’s pricing information was publicly available;

•

the buying company was not an investor group; and,

•

the transaction was not a merger of equals

“100% Stock Transactions” included 13 transactions where:

•

the selling company was a bank headquartered in the United States;

•

the selling company’s total assets were between $500 million and $5 billion;

•

the selling company’s return on average assets over the last twelve months was greater than 0.00%;

•

the transaction’s deal consideration was 100% stock;

•

the buyer’s Price / Tangible Book Value was between 50% and 150% one day prior to announcement;

•

the transaction was announced between January 1, 2014 and May 7, 2021;

•

the transaction’s pricing information was publicly available;

•

the buying company was not an investor group; and,

•

the transaction was not a merger of equals

“Post-COVID Transactions” included 15 transactions where:

•

the selling company was a bank headquartered in the United States;

•

the selling company’s total assets were between $250 million and $5 billion;

•

the selling company’s return on average assets over the last twelve months was less than 1.00%;

•

the transaction was announced between March 1, 2020 and May 7, 2021;

•

the transaction’s pricing information was publicly available; and,

•

the transaction was not a merger of equals

The following tables set forth the transactions included in “Kansas Transactions,” “100% Stock Transactions” and “Post-COVID Transactions” and are sorted by announcement date:

Kansas Transactions

Announcement Date

Acquirer

Target

1/16/2019

4/30/2018

3/06/2018

12/18/2017

6/26/2017

5/24/2016

6/12/2013

6/05/2012

Heartland Financial USA, Inc.

Capitol Federal Financial, Inc.

RCB Holding Company, Inc.

Equity Bancshares, Inc.

National Bank Holdings Corp.

RCB Holding Company, Inc.

Heartland Financial USA, Inc.

Equity Bancshares, Inc.

Blue Valley Ban Corp.

Capital City Bancshares

Central Bank and Trust Co.

Kansas Bank Corporation

Peoples, Inc.

Cornerstone Alliance, Ltd.

Morrill Bancshares, Inc.

First Community Bncs.

100% Stock Transactions

Announcement Date

Acquirer

Target

8/20/2020

3/12/2020

3/09/2020

8/12/2019

12/11/2018

11/01/2017

5/05/2016

4/04/2016

2/10/2016

10/23/2014

9/29/2014

7/15/2014

4/24/2014

Enterprise Fin. Services Corp

Provident Financial Services

United Community Banks

Professional Holding Corp.

Berkshire Hills Bancorp, Inc.

Kearny Financial Corp.

Bar Harbor Bankshares

Westfield Financial, Inc.

Hampton Roads Bankshares

Heartland Financial USA, Inc.

HomeStreet, Inc.

TowneBank

Seacoast Banking Corporation

Seacoast Com. Banc Hlds.

SB One Bancorp

Three Shores Bancorp.

Marquis Bancorp, Inc.

SI Financial Group, Inc.

Clifton Bancorp Inc.

Lake Sunapee Bank Group

Chicopee Bancorp, Inc.

Xenith Bankshares, Inc.

Comm. Banc-Corp. (Sheb.)

Simplicity Bancorp, Inc.

Franklin Financial Corp.

BANKshares, Inc.

Post-COVID Transactions

Announcement Date

Acquirer

Target

4/27/2021*

4/19/2021*

4/14/2021*

4/12/2021*

3/31/2021*

3/22/2021*

3/03/2021*

2/26/2021*

2/18/2021*

1/19/2021*

1/13/2021

9/28/2020

9/25/2020*

6/18/2020

3/09/2020

Southern California Bancorp

Bank of Marin Bancorp

SmartFinancial, Inc.

Nicolet Bankshares, Inc.

VyStar Credit Union

Banc of California, Inc.

Shore Bancshares, Inc.

Fidelity D & D Bancorp, Inc.

First National Corporation

First Busey Corporation

BancorpSouth Bank

First Mid Bancshares, Inc.

Dollar Mutual Bancorp

BV Financial, Inc. (MHC)

United Community Banks

Bank of Santa Clarita

American River Bncs.

Sevier County Bncs.

Mackinac Financial Corp.

Heritage S.E. Bancorp.

Pacific Mercantile Bancorp

Severn Bancorp, Inc.

Landmark Bancorp, Inc.

Bank of Fincastle

Cummins-American Corp.

FNS Bancshares, Inc.

LINCO Bancshares, Inc.

Standard AVB Fin. Corp.

Delmarva Bancshares

Three Shores Bancorp.

*	Indicates the transaction was pending as of May 7, 2021

For each transaction referred to above, D.A. Davidson compared, among other things, the following implied ratios:

•

transaction price compared to tangible book value, based on the latest publicly available financial statements of the target company prior to the announcement of the transaction;

•

transaction price compared to core 8% tangible book value, based on the latest publicly available financial statements of the target company prior to the announcement of the transaction;

•

transaction price compared to net income for the last twelve months, based on the latest publicly available financial statements of the target company prior to the announcement of the transaction and;

•

tangible book premium to core deposits, based on the latest publicly available financial statements of the target company prior to the announcement of the transaction.

As illustrated in the following table, D.A. Davidson compared the proposed merger multiples to the multiples of the comparable transaction groups and other operating financial data where relevant. The table below sets forth the data for the comparable transaction groups as of the last twelve months ended prior to the transaction announcement and ASB data for the last twelve months ended March 31, 2021.


Financial Condition and Performance
				Kansas												100% Stock												Post-COVID
	ASB⁽²⁾			Median			Average			Low			High			Median			Average			Low			High			Median			Average			Low			High
Total Assets (in millions)	$	778.8		$	540.7		$	541.5		$	270.7		$	866.4		$	1,110.2		$	1,191.6		$	525.8		$	2,001.7		$	952.6		$	974.4		$	256.3		$	1,874.1
Return on Average Assets (LTM)		0.44	%		0.71	%		0.92	%		0.20	%		2.33	%		0.62	%		0.84	%		0.41	%		1.81	%		0.72	%		0.70	%		0.31	%		0.96	%
Return on Average Equity (LTM)		3.88	%		8.56	%		10.11	%		3.67	%		22.67	%		5.09	%		8.42	%		2.08	%		32.66	%		6.24	%		6.38	%		3.16	%		9.42	%
Tangible Common Equity Ratio		8.48	%		7.85	%		7.62	%		2.91	%		10.26	%		9.26	%		11.34	%		5.87	%		23.01	%		10.23	%		10.40	%		6.90	%		12.81	%
Core Deposits / Deposits		95.3	%		85.6	%		85.0	%		74.5	%		98.8	%		84.4	%		84.2	%		67.4	%		99.0	%		88.0	%		88.6	%		78.4	%		97.8	%
Loans / Deposits		73.4	%		79.2	%		75.7	%		61.4	%		87.8	%		103.3	%		99.8	%		73.5	%		125.5	%		85.6	%		81.6	%		39.9	%		101.5	%
Non-Interest Income / Assets (LTM)		0.34	%		0.94	%		2.74	%		0.35	%		15.84	%		0.61	%		0.64	%		0.13	%		1.92	%		0.54	%		0.62	%		0.18	%		1.81	%
Efficiency Ratio (LTM)		73.2	%		73.1	%		71.3	%		56.4	%		88.3	%		67.8	%		66.5	%		53.9	%		76.1	%		66.3	%		68.9	%		52.6	%		93.4	%
Non-Performing Assets / Total Assets⁽¹⁾		0.55	%		0.35	%		0.93	%		0.06	%		4.98	%		1.17	%		1.40	%		0.15	%		5.23	%		0.84	%		0.96	%		0.31	%		2.95	%
Loan Loan Reserves / Non-Performing Assets		132.1	%		170.3	%		224.1	%		24.5	%		538.2	%		156.7	%		183.2	%		61.6	%		361.6	%		84.8	%		112.4	%		37.2	%		290.3	%

Transaction Multiples
				Kansas												100% Stock												Post-COVID
	ASB⁽²⁾			Median			Average			Low			High			Median			Average			Low			High			Median			Average			Low			High
Transaction Price / Tangible Book Value (Aggregate)		113.8	%		142.9	%		145.8	%		95.8	%		193.0	%		121.5	%		129.9	%		98.4	%		164.2	%		133.4	%		134.6	%		101.8	%		183.5	%
Transaction Price / Core 8% Tangible Book Value (Aggregate)		114.7	%		144.2	%		148.6	%		98.6	%		203.5	%		137.7	%		137.0	%		96.7	%		203.3	%		143.8	%		141.8	%		102.6	%		188.1	%
Transaction Price / LTM Earnings		24.4x			14.4x			16.4x			7.2x			27.2x			15.8x			17.0x			5.4x			27.3x			19.3x			19.5x			12.5x			29.2x
Tangible Book Premium / Core Deposits⁽³⁾		1.43	%		5.36	%		5.92	%		-0.18	%		15.29	%		4.62	%		5.61	%		-0.01	%		19.86	%		4.66	%		4.68	%		0.83	%		8.42	%

(1)	Non-Performing Assets / Total Assets includes performing troubled debt restructurings (TDRs)

(2)	ASB Net Income based on Est. LTM Net Income available to common shareholders

(3)	Tangible Book Premium / Core Deposits calculated by dividing the excess or deficit of the aggregate transaction value compared to tangible book value by core deposits

Net Present Value Analysis for Standalone ASB

D.A. Davidson performed an analysis that estimated the net present value per share of ASB common stock under various circumstances. The analysis assumed: (i) ASB performed in accordance with the extrapolation of

ASB’s management’s projections for the year ending December 31, 2021 (includes $250K of additional pre-tax PPP fees not modeled by Equity); (ii) ASB performed in accordance with Equity’s projections for the year ending December 31, 2022; and (iii) ASB performed in accordance with D.A. Davidson Investment Banking assumptions for the years ended December 31, 2023, December 31, 2024, December 31, 2025 and December 31, 2026. To approximate the terminal value of ASB common stock at December 31, 2026, D.A. Davidson applied price to earnings multiples ranging from 10.0x to 20.0x and multiples of tangible book value ranging from 100.0% to 170.0%. The income streams and terminal values were then discounted to present values using different discount rates ranging from 8.83% to 20.83% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of ASB’s common stock. In evaluating the discount rate, D.A. Davidson used industry standard methods of adding the current risk-free rate, which is based on the 10-year Treasury yield, plus the published Duff & Phelps Industry Equity Risk Premium and plus the published Duff & Phelps Size Premium.

At the May 14, 2021 ASB board of directors meeting, D.A. Davidson noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

As illustrated in the following tables, the analysis indicates an imputed range of values per share of ASB common stock of $23.53 to $85.94 when applying the price to earnings multiples to the financial forecasts and $34.07 to $105.76 when applying the multiples of tangible book value to the financial forecasts.

Earnings Per Share Multiples


	Earnings Per Share Multiple
Discount Rate	10.0x		11.4x		12.9x		14.3x		15.7x		17.1x		18.6x		20.0x
8.83%	$	42.97	$	49.11	$	55.25	$	61.39	$	67.53	$	73.66	$	79.80	$	85.94
10.83%	$	38.69	$	44.22	$	49.75	$	55.28	$	60.81	$	66.33	$	71.86	$	77.39
12.83%	$	34.91	$	39.90	$	44.88	$	49.87	$	54.86	$	59.84	$	64.83	$	69.82
14.83%	$	31.55	$	36.06	$	40.57	$	45.07	$	49.58	$	54.09	$	58.59	$	63.10
16.83%	$	28.57	$	32.65	$	36.73	$	40.81	$	44.89	$	48.97	$	53.05	$	57.13
18.83%	$	25.91	$	29.61	$	33.31	$	37.01	$	40.71	$	44.41	$	48.11	$	51.81
20.83%	$	23.53	$	26.90	$	30.26	$	33.62	$	36.98	$	40.34	$	43.71	$	47.07

Tangible Book Value Multiples


	Tangible Book Value Per Share Multiple
Discount Rate	100.0%		110.0%		120.0%		130.0%		140.0%		150.0%		160.0%		170.0%
8.83%	$	62.21	$	68.43	$	74.66	$	80.88	$	87.10	$	93.32	$	99.54	$	105.76
10.83%	$	56.02	$	61.62	$	67.23	$	72.83	$	78.43	$	84.03	$	89.64	$	95.24
12.83%	$	50.54	$	55.60	$	60.65	$	65.70	$	70.76	$	75.81	$	80.87	$	85.92
14.83%	$	45.68	$	50.25	$	54.82	$	59.38	$	63.95	$	68.52	$	73.09	$	77.66
16.83%	$	41.36	$	45.49	$	49.63	$	53.77	$	57.90	$	62.04	$	66.17	$	70.31
18.83%	$	37.51	$	41.26	$	45.01	$	48.76	$	52.51	$	56.26	$	60.01	$	63.76
20.83%	$	34.07	$	37.48	$	40.89	$	44.29	$	47.70	$	51.11	$	54.52	$	57.92

D.A. Davidson also considered and discussed with the ASB board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to net income. To illustrate this impact, D.A. Davidson performed a similar analysis assuming ASB estimated earnings per share in 2026 varied from 20.00% above projections to 20.00% below projections. This analysis resulted in the following range

of per share values for ASB common stock, using the same price to earnings multiples of 10.0x to 20.0x and a discount rate of 14.83%.


Variance to 2026 EPS	Earnings Per Share Multiple
Variance to 2026 EPS	10.0x		11.4x		12.9x		14.3x		15.7x		17.1x		18.6x		20.0x
20.00%	$	37.86	$	43.27	$	48.68	$	54.09	$	59.50	$	64.91	$	70.31	$	75.72
15.00%	$	36.28	$	41.47	$	46.65	$	51.83	$	57.02	$	62.20	$	67.38	$	72.57
10.00%	$	34.71	$	39.66	$	44.62	$	49.58	$	54.54	$	59.50	$	64.45	$	69.41
5.00%	$	33.13	$	37.86	$	42.59	$	47.33	$	52.06	$	56.79	$	61.52	$	66.26
0.00%	$	31.55	$	36.06	$	40.57	$	45.07	$	49.58	$	54.09	$	58.59	$	63.10
-5.00%	$	29.97	$	34.26	$	38.54	$	42.82	$	47.10	$	51.38	$	55.67	$	59.95
-10.00%	$	28.40	$	32.45	$	36.51	$	40.57	$	44.62	$	48.68	$	52.74	$	56.79
-15.00%	$	26.82	$	30.65	$	34.48	$	38.31	$	42.14	$	45.97	$	49.81	$	53.64
-20.00%	$	25.24	$	28.85	$	32.45	$	36.06	$	39.66	$	43.27	$	46.88	$	50.48

Financial Impact Analysis

D.A. Davidson performed pro forma merger analyses that combined projected income statement and balance sheet information of ASB and Equity. Assumptions regarding the accounting treatment, acquisition adjustments and cost savings were used to calculate the financial impact that the merger would have on certain projected financial results of Equity. In the course of this analysis, D.A. Davidson used the publicly available analyst earnings estimates for Equity for the years ending December 31, 2021, December 31, 2022 and December 31, 2023, and used growth rate assumptions estimated by D.A. Davidson for the years ending December 31, 2024, December 31, 2025 and December 31, 2026. ASB financials extrapolated from ASB management projections for the year ending December 31, 2021, based on Equity’s projections for the year ending December 31, 2022 and prepared by D.A. Davidson for the years ending December 31, 2023, December 31, 2024, December 31, 2025 and December 31, 2026. This analysis indicated that the merger is expected to be accretive to Equity’s estimated earnings per share beginning in 2021, after excluding non-recurring transaction-related expenses. The analysis also indicated that the merger is expected to be dilutive to tangible book value per share for Equity and that Equity would maintain capital ratios in excess of those required for Equity to be considered well-capitalized under existing regulations. For all of the above analyses, the actual results achieved by ASB and Equity prior to and following the merger will vary from the projected results, and the variations may be material.

D.A. Davidson prepared its analyses for purposes of providing its opinion to ASB’s board of directors as to the fairness, from a financial point of view, of the exchange ratio to the holders of ASB’s common stock in the proposed merger and to assist ASB’s board of directors in analyzing the proposed merger. The analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties and their respective advisors, none of ASB, Equity or D.A. Davidson or any other person assumes responsibility if future results are materially different from those forecasted.

D.A. Davidson’s opinion was one of many factors considered by ASB’s board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the board of directors of ASB or management with respect to the merger or the exchange ratio.

D.A. Davidson and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions. D.A. Davidson acted as financial advisor to ASB in

connection with, and participated in certain parts of the negotiations leading to the merger. D.A. Davidson is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, D.A. Davidson and its affiliates may provide such services to ASB, Equity and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of ASB and Equity for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities. ASB selected D.A. Davidson as its financial advisor because it is a recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement executed on February 5, 2021, ASB engaged D.A. Davidson as its financial advisor in connection with the contemplated transaction. Pursuant to the terms of the engagement letter, ASB agreed to pay D.A. Davidson a cash fee of $50,000 concurrently with the rendering of its opinion. ASB will pay to D.A. Davidson at the time of closing of the merger a contingent cash fee equal to 1.25% of the aggregate consideration. ASB has also agreed to reimburse D.A. Davidson for all reasonable out-of-pocket expenses, including fees of counsel, and to indemnify D.A. Davidson and certain related persons against specified liabilities, including liabilities under the federal securities laws, relating to or arising out of its engagement. D.A. Davidson may provide investment banking services to the combined company in the future and may receive future compensation.

Certain ASB Unaudited Prospective Financial Information

ASB does not as a matter of course publicly disclose forecasts or internal projections as to future performance, revenues, earnings, financial condition or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates and the inherent difficulty of accurately predicting financial performance for future periods. In connection with the proposed merger, however, ASB’s financial advisor, for purposes of performing the financial analyses described above under “The Merger—Opinion of ASB’s Financial Advisor,” used certain unaudited prospective financial information with respect to ASB on a stand-alone, pre-merger basis (which Equity and ASB refer to in this proxy statement/prospectus as the “projections”). ASB has included in this proxy statement/prospectus certain limited unaudited prospective financial information for ASB to give ASB’s stockholders access to certain nonpublic information provided to the ASB Board and its financial advisor, for purposes of considering and evaluating the merger.

The projections were not prepared with a view toward public disclosure, and the inclusion of the projections in this proxy statement/prospectus should not be regarded as an indication that Equity, ASB or any recipient of the projections considered, or now considers, them to be necessarily predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such. This information was prepared solely for internal use by ASB and D.A. Davidson and is subjective in many respects. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to ASB’s business, all of which are difficult to predict and many of which are beyond ASB’s control.

The projections also reflect assumptions as to certain business decisions that are subject to change. The projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including, but not limited to, ASB’s performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, and regulations or rules. For other factors that could cause the actual results to differ, please see the “Risk Factors” section and “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement/prospectus.

None of Equity, ASB or their respective affiliates assumes any responsibility for the accuracy, completeness or validity of the projections. The projections were not prepared with a view toward complying with the

guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of financial information. Neither ASB’s current independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the projections included below, or expressed any opinion or any other form of assurance on such information or its achievability.

Furthermore, the projections do not take into account any circumstances or events occurring after the date they were prepared, including the transactions contemplated by the merger agreement. Additionally, the projections do not take into account the effect of any possible failure of the merger to occur. None of Equity, ASB nor any of their financial advisors nor any of their affiliates intends to, and each of them disclaims any obligation to, update, revise or correct the projections if they are or become inaccurate (even in the short term). The inclusion of the projections herein should not be deemed an admission or representation by Equity or ASB that they are viewed by Equity or ASB as material information of Equity or ASB, respectively, particularly in light of the inherent risks and uncertainties associated with such forecasts. The projections included below are not being included to influence your decision whether to vote in favor of the Merger Proposal or any other proposal to be considered at the ASB special meeting, but is being provided solely because it was made available to and considered by ASB’s financial advisor and the ASB Board in connection with the merger.

ASB Projections

The following table illustrates the projections used by D.A. Davidson in its financial analysis of ASB on a stand-alone basis:


Summary of Financial Projections - ASB
For the Period Ended	2020A			2021E⁽¹⁾			2022E⁽¹⁾			2023E⁽¹⁾			2024E⁽¹⁾			2025E⁽¹⁾			2026E⁽¹⁾
Total Assets	$	771,132		$	790,410		$	810,171		$	830,425		$	851,185		$	872,465		$	894,277
Asset Growth Rate		15.85	%		2.50	%		2.50	%		2.50	%		2.50	%		2.50	%		2.50	%
Net Income	$	3,556		$	4,248		$	6,200		$	6,398		$	6,642		$	6,981		$	7,244
Preferred Dividends	$	338		$	217		$	200		$	200		$	200		$	200		$	200
Net Income Available To Common	$	3,218		$	4,031		$	6,000		$	6,198		$	6,442		$	6,781		$	7,044
Net Income Growth		-29.11	%		19.45	%		45.95	%		3.20	%		3.81	%		5.09	%		3.77	%
Return on Average Assets		0.45	%		0.52	%		0.75	%		0.76	%		0.77	%		0.79	%		0.80	%
Return on Avg. Tangible Common Equity		5.23	%		6.17	%		8.65	%		8.20	%		7.85	%		7.64	%		7.35	%
Non-Interest Expense	$	18,940		$	19,414		$	19,899		$	20,396		$	20,906		$	21,429		$	21,965
Non-Interest Expense Growth Rate		0.39	%		2.50	%		2.50	%		2.50	%		2.50	%		2.50	%		2.50	%
Non-Interest Expense / Average Assets		2.64	%		2.49	%		2.49	%		2.49	%		2.49	%		2.49	%		2.49	%
Dividend Payout Ratio		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Aggregate Dividends	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Dividend Per Share	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Tangible Common Equity	$	68,006		$	68,239		$	74,454		$	80,868		$	87,525		$	94,521		$	101,780
Tangible Common Equity Ratio		9.01	%		8.81	%		9.37	%		9.92	%		10.47	%		11.02	%		11.57	%
Shares Outstanding		1,007,246			1,007,788			1,007,788			1,007,788			1,007,788			1,007,788			1,007,788
Average Diluted Shares Outstanding		1,003,456			1,007,151			1,007,151			1,007,151			1,007,151			1,007,151			1,007,151
Earnings Per Share	$	3.21		$	4.00		$	5.96		$	6.15		$	6.40		$	6.73		$	6.99
Earnings Per Share Growth Rate		-30.98	%		24.79	%		48.85	%		3.31	%		3.94	%		5.25	%		3.88	%
Tangible Book Value Per Share	$	67.52		$	67.71		$	73.88		$	80.24		$	86.85		$	93.79		$	100.99

Note:

Applicable metrics exclude $250K of additional pre-tax PPP fees not modeled by Equity

(1)	Financial projections for ASB extrapolated from management projections in 2021, based on Equity estimates in 2022 and D.A. Davidson estimates in 2023-2026

Equity’s Reasons for the Merger

After careful consideration, the Equity Board at a meeting held on May 14, 2021, unanimously determined that the merger agreement and the issuance of the Equity common stock is in the best interests of Equity and its shareholders. Accordingly, the Equity Board approved the merger agreement.

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Equity Board consulted with Equity’s management and legal and financial advisors and, in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Equity Board considered a number of factors, including the following material factors:

•

each of Equity’s, ASB’s, and the combined company’s business, operations, financial condition, asset quality, earnings, and prospects. In reviewing these factors, the Equity Board considered its view that ASB’s financial condition and asset quality are sound, that ASB’s business and operations complement those of Equity, and that the merger and the other transactions contemplated by the merger agreement would result in a combined company with a larger market presence and more diversified loan portfolio as well as a more attractive funding base, including core deposit funding, than Equity on a standalone basis. The Equity Board further considered that ASB’s earnings and prospects, and the synergies potentially available in the proposed merger, create the opportunity for the combined company to have superior future earnings and prospects compared to Equity’s earnings and prospects on a standalone basis. In particular, the Equity Board considered the following:

•

the strategic rationale for the merger, given its potential for enhancing the Equity banking franchise;

•

potential growth opportunities through the further expansion into attractive markets including the Wichita, Kansas metropolitan area;

•

the complementary nature of the cultures of the two companies, which management believes should facilitate integration and implementation of the transaction;

•

the expanded possibilities, including organic growth and future acquisitions, that would be available to the combined company, given its larger size, asset base, capital, and footprint;

•

the anticipated pro forma impact of the merger on the combined company, including the expected positive impact on financial metrics including earnings, funding sources, and capital;

•

its understanding of the current and prospective environment in which Equity and ASB operate, including national and local economic conditions, the interest rate environment, increasing operating costs resulting from regulatory initiatives and compliance mandates, the competitive environment for financial institutions generally, and the likely effect of these factors on Equity both with and without the merger;

•

its review and discussions with Equity’s management concerning the due diligence examination of ASB’s business;

•

Equity management’s expectation that Equity will retain its capital position and asset quality upon completion of the transaction;

•

the expectation of annual cost savings resulting from the transaction, enhancing efficiencies;

•

the terms of the merger agreement, including the expected tax treatment and deal protection and termination fee provisions, which it reviewed with Equity’s management and legal advisor; and

•

Equity’s past record of integrating acquisitions and of realizing projected financial goals and benefits of acquisitions.

The Equity Board also considered the potential risks related to the merger but concluded that the anticipated benefits of the merger were likely to outweigh these risks. These potential risks include:

•

the possibility of encountering difficulties in achieving anticipated cost synergies and savings in the amounts estimated or in the time frame contemplated;

•

the possibility of encountering difficulties in successfully integrating ASB’s business, operations, and workforce with those of Equity;

•

certain anticipated merger related costs;

•

the diversion of management attention and resources from the operation of Equity’s business towards the completion of the merger;

•

the regulatory and other approvals required in connection with the merger and the bank merger and the risk that such regulatory approvals will not be received in a timely manner or may impose unacceptable conditions; and

•

the merger’s effect on Equity’s regulatory capital levels.

The foregoing discussion of the factors considered by the Equity Board is not intended to be exhaustive, but, rather, includes the material factors considered by the Equity Board. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Equity Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Equity Board considered all of these factors as a whole and overall considered the factors to be favorable to, and to support, its determination. It should be noted that this explanation of the Equity Board’s reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27.

Interests of ASB’s Directors and Executive Officers in the Merger

In considering the recommendation of the ASB Board that ASB shareholders vote in favor of the Merger Proposal, ASB shareholders should be aware that ASB’s directors and executive officers may have interests in the merger that differ from, or are in addition to, their interests as shareholders of ASB. The ASB Board was aware of these interests and took them into account in its decision to approve the merger agreement and the merger. Such interests include the following items.

Employee Severance Benefits. Equity has agreed to provide certain severance benefits to ASB’s employees whose employment is terminated under the circumstances specified in the merger agreement.

ASB Stock Options. Pursuant to the merger agreement, the outstanding 1,000 stock options of ASB will be required to be exercised and cancelled.

Thurman $183,850, Bradley Herter $404,470, Diane Stalcup $220,620, Gregg Howell $91,925, Steven Howland $110,310, and Michael Neale $73,540. In the aggregate, ASB anticipates that approximately $2,310,480 will be paid to the holders of its phantom stock in connection with the termination of the phantom stock plans prior to the effective time of the merger.

Certain of the above payments are transaction expenses borne by ASB shareholders.

Public Trading Markets

Equity common stock is listed for trading on Nasdaq under the symbol “EQBK.” Following the merger, shares of Equity common stock will continue to be traded on Nasdaq under the symbol “EQBK.” Under the merger agreement, Equity will cause the shares of Equity common stock to be issued in the merger to be approved for listing on Nasdaq, subject to notice of issuance, and the merger agreement provides that neither Equity nor ASB will be required to complete the merger if such shares are not authorized for listing on Nasdaq, subject to notice of issuance.

Equity’s Dividend Policy

Equity has not historically declared or paid cash dividends on its common stock. Any future determination to pay dividends on Equity’s common stock will be made by the Equity Board and will depend on a number of factors. The payment of dividends by bank holding companies is generally subject to legal and regulatory limitations. For further information, see “Comparative Market Prices and Dividends” beginning on page 100.

Restrictions on Resale of Equity Common Stock

The shares of Equity common stock to be issued in connection with the merger will be registered under the Securities Act, and will be freely transferable, except for shares issued to any shareholder who may be deemed to be an “affiliate” of Equity for purposes of Rule 144 under the Securities Act. Persons who may be deemed to be affiliates of Equity include individuals or entities that control, are controlled by, or are under common control with Equity and may include the executive officers, directors and significant shareholders of Equity.

Appraisal Rights in the Merger

Introductory Information

General. Dissenters’ rights with respect to ASB common stock and ASB preferred stock are governed by the K.S.A. ASB stockholders have the right to dissent from the merger and to obtain payment of the “fair value” of their shares in cash (as specified in the K.S.A.) in the event the merger is consummated. Strict compliance with the dissent procedures is required to exercise and perfect dissenters’ rights under the K.S.A. Subject to the terms of the merger agreement, the ASB Board could elect to terminate the merger agreement even if it is approved by ASB’s stockholders, thus cancelling dissenters’ rights.

ASB urges any ASB stockholder who contemplates exercising his or her right to dissent to read carefully the provisions of K.S.A. § 17-6712 et. seq., which are attached to this proxy statement/prospectus as Annex E. The statute describes the steps that each ASB stockholder must take to exercise his or her right to dissent. Each ASB stockholder who wishes to dissent should read both the summary and the full text of the law. ASB cannot give any ASB stockholder legal advice. To completely understand this law, each ASB stockholder may want, and ASB encourages any ASB stockholder seeking to dissent, to consult with his or her legal advisor. Any ASB stockholder who wishes to dissent should not send in a signed proxy unless he or she marks his or her proxy to vote against the Merger Proposal or such stockholder will lose the right to dissent.

Address for Notices. Send or deliver any written notice or demand concerning any ASB shareholder’s exercise of his or her dissenters’ rights to American State Bancshares, Inc., P.O. Box 1346, Great Bend, Kansas 67530, Attention: Diane Stalcup, Corporate Secretary.

Act Carefully. ASB urges any ASB stockholder who wishes to dissent to act carefully. ASB cannot and does not accept the risk of late or undelivered notices or demands. A dissenting ASB stockholder may call ASB at (620) 792-8353 and ask for Diane Stalcup, to receive confirmation that his or her notice or demand has been received. If his or her notice or demand is not timely received by ASB, then such stockholder will not be entitled to exercise his or her dissenters’ rights. ASB’s stockholders bear the risk of non-delivery and of untimely delivery.

If any ASB shareholder intends to dissent, or thinks that dissenting might be in his or her best interests, such shareholder should read Annex E carefully.

Summary of K.S.A. § 17-6712 et. seq.

The following is a summary of K.S.A. § 17-6712 et. seq. and the procedures that an ASB stockholder must follow to dissent from the merger agreement and to perfect his or her appraisal rights and receive cash rather than the merger consideration (including Equity common stock), if the merger agreement is approved and the merger is completed. This summary is qualified in its entirety by reference to K.S.A. § 17-6712 et. seq., which is reprinted in full as part of Annex E to this proxy statement/prospectus. Annex E should be reviewed carefully by any stockholder who wishes to perfect his dissenters’ rights. Failure to strictly comply with the procedures set forth in K.S.A. § 17-6712 et. seq. will, by law, result in the loss of dissenters’ rights. It may be prudent for a person considering whether to dissent to obtain professional counsel.

If the merger is completed, any ASB stockholder who has properly perfected his or her statutory dissenters’ rights in accordance with K.S.A. § 17-6712 et. seq. has the right to obtain, in cash, payment of the fair value of such stockholder’s shares of ASB. The appraised fair value may be more or less than the value of the merger consideration to be received in the merger.

Under K.S.A. § 17-6712 et. seq., each ASB stockholder who demands an appraisal in connection with the merger and who complies with the various procedural requirements of K.S.A. § 17-6712 et. seq. is entitled to “appraisal rights,” pursuant to which the ASB stockholder will receive the fair value of his or her shares of ASB in cash. The value as determined by a Kansas court may be more or less than the value such stockholder is entitled to under the merger agreement.

To exercise and perfect appraisal rights under K.S.A. § 17-6712 et. seq., an ASB stockholder must do all of the following:

•

deliver to ASB, before a stockholder vote is taken to approve the Merger Proposal at the ASB special meeting, a written demand for appraisal of such stockholder’s shares of ASB, which must reasonably inform ASB of the stockholder’s identity and that the stockholder intends thereby to demand the appraisal of the stockholder’s shares of ASB. Neither a proxy nor vote against the Merger Proposal will satisfy the requirement of such written demand;

•

not vote in favor of the Merger Proposal (note that a vote, in person or by proxy, against the Merger Proposal will not satisfy the statutory requirement that a stockholder make a written demand for an appraisal of his or her shares) or consent in writing to the merger; and

•

continue to hold his or her shares of ASB stock through the effective time of the merger.

If an ASB stockholder does not vote against the Merger Proposal, it will not constitute a waiver of the stockholder’s appraisal rights under the K.S.A., if such stockholder submits to ASB a written demand for appraisal before the vote on the Merger Proposal is taken at the ASB special meeting. Conversely, voting against the Merger Proposal will not, by itself, be sufficient to satisfy an ASB stockholder’s obligations if the stockholder dissents and wants to exercise the stockholder’s appraisal rights. Any holder of shares of ASB stock must follow the procedures set forth in K.S.A. § 17-6712 et. seq. to exercise the stockholder’s appraisal rights.

Each outstanding share of ASB common stock as to which a legally sufficient written demand in accordance with K.S.A. § 17-6712 et. seq. has been made and that did not vote in favor of approval of the Merger Proposal retains all other rights of an ASB stockholder until those rights are cancelled by consummation of the merger. However, after the effective time of the merger, no dissenting stockholder who has demanded appraisal rights shall be entitled to vote the stock for any purpose or to receive payment of dividends (except dividends payable to stockholders of record prior to the effective time of the merger), unless no petition for an appraisal is filed within the time specified by K.S.A. § 17-6712 or such dissenting stockholder delivers to Equity, as the surviving corporation in the merger, a written withdrawal of such dissenting stockholder’s demand for an appraisal and an acceptance of the merger within 60 days after the effective date of the merger (unless Equity agrees in writing to accept such dissenting stockholder’s written withdrawal after such 60-day period).

If the Merger Proposal is approved at the ASB special meeting, within 10 days after the effective date of the merger, Equity will notify the dissenting stockholders who have complied with the provisions of K.S.A. § 17-6712 et. seq. that the merger has become effective. Within 120 days after the effective date of the merger, Equity will send to such dissenting stockholders, upon written request, a statement setting forth the aggregate number of shares not voted in favor of the merger agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The written statement will be mailed to the dissenting stockholder within 10 days after the written request is received by Equity or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

Within 120 days after the effective date of the merger, either Equity or an ASB stockholder who has complied with the provisions of K.S.A. § 17-67-12 et. seq. and who is otherwise entitled to appraisal rights may commence an appraisal proceeding by filing a petition in the district court demanding a determination of the value of the shares of all dissenting stockholders; however, at any time within 60 days after the effective date of the merger, any dissenting stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such dissenting stockholder’s demand for appraisal and accept the terms offered in the merger agreement. Payment will be made to dissenting stockholders with uncertificated shares promptly, and to those with certificated shares upon surrender of the certificates representing the shares of ASB stock.

The shares for which a dissenting stockholder has properly exercised and perfected appraisal rights and followed the required procedures in the K.S.A. will not be converted into, or represent, the right to receive Equity common stock and/or cash, as applicable, as provided under the merger agreement. None of these shares will, after the effective time of the merger, be entitled to vote for any purpose or receive any dividends or other distributions. If, however, the holder of such shares fails to properly perfect, effectively withdraws, waives or loses, or otherwise becomes ineligible to exercise appraisal rights under the K.S.A., then at that time shares held by such holder will be converted into Equity common stock and/or cash, as applicable, as provided in the merger agreement.

The foregoing discussion does not purport to be a complete statement of the procedures for exercising and perfecting appraisal rights under the K.S.A. and is qualified in its entirety by reference to the full text of K.S.A. § 17-6712 et. seq., a copy of which is attached as Annex E to this proxy statement/prospectus.

If any ASB shareholder intends to dissent, or if such shareholder believes that dissenting might be in his or her best interest, such shareholder should read Annex E carefully.

Regulatory Approvals Required for the Merger

The completion of the merger and the bank merger are subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities. These approvals include approvals from, among others, the Federal Reserve and the OSBC. Subject to the terms of the merger agreement, both ASB and Equity have agreed to cooperate with each other and use their commercially reasonable efforts to obtain all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement.

On [ ], 2021, Equity filed the required application with the Federal Reserve to request the Federal Reserve’s approval under the BHC Act.

In addition, the bank merger of American State Bank & Trust Company with and into Equity Bank requires the approval of the Federal Reserve and the OSBC. On [ ], Equity Bank filed the required application with the Federal Reserve and the OSBC. Although neither ASB nor Equity knows of any reason why it cannot obtain these regulatory approvals in a timely manner, ASB and Equity cannot be certain when or if they will be obtained.

The U.S. Department of Justice has between 15 and 30 days following approval by the Federal Reserve to challenge the approval on antitrust grounds. While Equity and ASB do not know of any reason that the U.S. Department of Justice would challenge regulatory approval by the Federal Reserve and believe that the likelihood of such action is remote, there can be no assurance that the U.S. Department of Justice will not initiate such a proceeding, or if such a proceeding is initiated, as to the result of any such challenge.

The approval of any notice or application merely implies satisfaction of regulatory criteria for approval, and does not include review of the merger from the standpoint of the adequacy of the consideration to be received by, or fairness to, shareholders. Regulatory approval does not constitute an endorsement or recommendation of the proposed transaction.

Equity and ASB are not aware of any material governmental approvals or actions that are required prior to the parties’ completion of the merger other than those described in this proxy statement/prospectus. If any additional governmental approvals or actions are required, the parties presently intend to seek those approvals or actions. However, the parties cannot assure you that any of these additional approvals or actions will be obtained.

THE MERGER AGREEMENT

The following describes certain aspects of the merger, including certain material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Structure of the Merger

Each of Equity’s and ASB’s respective boards of directors has approved the merger agreement. Under the merger agreement, Merger Sub will merge with and into ASB, with ASB surviving the merger as a wholly owned subsidiary of Equity. Immediately following, and in connection with, the merger, Equity will cause ASB to merge with and into Equity, with Equity surviving the second merger. Immediately following the integrated mergers (or at such later time as Equity may determine in its sole discretion), Equity will cause American State Bank & Trust Company to merge with and into Equity Bank, with Equity Bank surviving the merger.

Merger Consideration

ASB common stock

Summary

At the effective time of the merger (the “effective time”), each outstanding share of ASB common stock will be converted into the right to receive, without interest, (i) a number of shares of Equity common stock equal to the exchange ratio (the calculation of which is described in more detail below), which is expected to be 2.4644 shares assuming that 1,008,788 shares of ASB common stock are outstanding immediately prior to the effective time; provided that such number of shares may be adjusted based on the number of shares of ASB common stock outstanding immediately prior to the effective time and may be reduced in the event ASB does not deliver a minimum of $60,537,298 of ASB adjusted shareholders’ equity (the calculation of which is described in more detail below), and (ii) its pro rata share of an amount of cash, if any, by which the ASB adjusted shareholders’ equity, calculated prior to the closing of the merger, exceeds the minimum equity, subject to an aggregate cap of $3,500,000 that may be paid to the holders of ASB common stock.

Calculation of Exchange Ratio

The steps to calculate the exchange ratio pursuant to the merger agreement can be summarized as follows:

First, Equity and ASB will calculate the ASB adjusted shareholders’ equity. The merger agreement provides that the ASB adjusted shareholders’ equity shall be the sum of (i) ASB’s capital and surplus attributable to the ASB common stock (for the avoidance of doubt, no amount shall be included in the ASB adjusted shareholders’ equity calculation for any preferred stock of ASB) and retained earnings accounts calculated as of the close of business on the calculation date (the “calculation date”), which will be the last day of the month immediately preceding the month during which the closing date of the merger occurs or such other mutually agreed date, and in accordance with generally accepted accounting principles of the United States (“GAAP”) consistently applied; minus (ii) the sum of all of ASB’s intangible assets as of the calculation date; minus (iii) all ASB Merger Costs (the calculation of which is described in more detail below) that have been or will be incurred through the closing date of the merger which have not been accrued or paid by ASB or American State Bank & Trust Company on or prior to the calculation date; plus (iv) seventy-nine percent (79.0%) of the sum of all origination fees on loans made by the American State Bank & Trust Company under the Small Business Administration’s Paycheck Protection Program that have not been recognized as earned income on or prior to the calculation date (even if such fees would not otherwise be recognized by American State

Bank & Trust Company as earned income under GAAP); plus (v) seventy-nine percent (79.0%) of the aggregate amount that ASB recognizes with respect to the difference in value attributed by ASB and Equity to certain scheduled loans; plus (vi) a per diem amount for the average income of ASB calculated pursuant to the merger agreement from, but excluding, the calculation date to, but excluding, the closing date of the merger.

Second, in connection with the calculation of the ASB adjusted shareholders’ equity, Equity and ASB will calculate the ASB merger costs (the “ASB Merger Costs”) in accordance with the terms of the merger agreement, which are the after-tax costs and expenses that ASB will incur in connection with the merger that are not reflected in ASB’s shareholders’ equity as of the calculation date. The ASB Merger Costs will be subtracted from ASB’s shareholders’ equity as of the calculation date to calculate the ASB adjusted shareholders’ equity. The ASB Merger Costs is defined in the merger agreement and it includes, among other costs and expenses:

•

the cost of terminating any employment related agreements and obligations (including any non-competition agreements, option agreements or equity based plans);

•

the transaction costs, fees and expenses (including, without limitation, all legal, accounting, and financial advisory fees and expenses, including any cost to obtain any opinion as to the financial fairness of the merger) incurred by ASB;

•

certain payments, if any, owed by ASB to its employees relating to, among other things, severance, stay-pay or retention bonus amounts or change in control payments not being paid by Equity;

•

an estimate of the cost of obtaining a determination letter from the IRS in connection with the termination of ASB’s retirement plans;

•

any federal or state income tax obligations, franchise tax obligations or real property tax obligations incurred prior to the effective time;

•

certain costs, fees, expenses, contract payments and penalties or liquidated damages necessary to be paid by ASB in connection with any contract termination required pursuant to the merger agreement, including, without limitation, all costs, fees, deconversion fees, expenses, contract payments and penalties or liquidated damages associated with the termination of the data processing, technology and other contracts;

•

any unrealized gains or any unrealized losses (as the case may be) in ASB’s securities portfolio or financial instruments due to mark-to-market adjustments required by GAAP as of the calculation date;

•

an estimate of the cost of preparing any required federal and state income tax returns of ASB;

•

any accrued and unpaid dividends on the ASB preferred stock through the date immediately preceding the closing date of the merger;

•

the cost associated with paying amounts owed to the ASB phantom stock in connection with termination of ASB’s phantom stock plans;

•

any amount required to be added to ASB’s allowance for loan losses to comply with the minimum allowance requirement set forth in the merger agreement; and

•

any other amounts mutually agreed upon in writing by Equity and ASB.

Third, after calculation of the ASB adjusted shareholders’ equity and ASB Merger Costs, Equity and ASB will calculate the amount of any downward adjustment to the exchange ratio or the amount of any cash consideration to be paid to the ASB common stock and ASB phantom stock. ASB is required to deliver $60,537,298 of ASB adjusted shareholders’ equity (the “minimum equity”) as of the calculation date. If the amount of the ASB adjusted shareholders’ equity is less than the required minimum equity, then the negotiated value of the consideration payable in the aggregate to the ASB common stock,

which is $73,563,000, will be reduced by $0.85 for each dollar that the ASB adjusted shareholders’ equity is less than $60,537,298 (the “Equity Adjustment”). If the ASB adjusted shareholders’ equity as of the calculation date exceeds the minimum equity, up to $3,500,000 of such excess amount (the “Excess Equity”) shall be paid to the ASB common stock and ASB phantom stock on a pro rata basis (see the “Calculation of Per Share Contingent Cash Consideration” below).

Fourth, after calculating the amount of the Equity Adjustment, the exchange ratio shall be calculated first, by determining the per share value for each share of ASB common stock (the “ASB common stock per share value”), which shall be equal to $73,563,000, less any Equity Adjustment, divided by the number of shares of ASB common stock issued and outstanding immediately prior to the effective time of the merger. The exchange ratio is then calculated by dividing the ASB common stock per share value by $29.59. The estimated exchange ratio of 2.4644 shares of Equity common stock to be issued for each share of ASB common stock assumes that (i) all 1,007,788 shares issued and outstanding as of the date the merger agreement was signed remain issued and outstanding, (ii) the holders of the 1,000 options to purchase shares of ASB common stock exercise such options resulting in 1,008,788 shares of ASB common stock issued and outstanding immediately prior to the effective time of the merger, and (iii) there is no Equity Adjustment, otherwise referred to as a downward adjustment, to the exchange ratio. If more shares are outstanding immediately prior to the effective time of the merger, the exchange ratio will be decreased and if less shares are outstanding immediately prior to the effective time of the merger, the exchange ratio will increase from the estimated exchange ratio.

The foregoing description of the procedures used to calculate the merger consideration is a summary only and does not discuss all of the steps involved. For a complete discussion of this calculation, please review the terms of the merger agreement included in this proxy statement/prospectus as Annex A.

Calculation of Per Share Contingent Cash Consideration

As discussed in step 4 above, in the event that the ASB adjusted shareholders’ equity is greater than $60,537,298, then each share of ASB common stock will receive an amount of cash equal to the amount of such Excess Equity divided by (A) the number of shares of ASB common stock issued and outstanding immediately prior to the effective time of the merger, plus (B) the number of shares of ASB phantom stock issued and outstanding immediately prior to the effective time of the merger (such amount the “per share contingent cash consideration”). The aggregate amount of cash consideration that may be paid to the ASB common stock and the ASB phantom stock is capped at $3,500,000.

Estimated Merger Consideration and Implied Value of Merger Consideration

The following table presents the effect of the estimated ASB adjusted shareholders’ equity and estimated ASB Merger Costs on the exchange ratio and the per share contingent cash consideration, if any, payable to the ASB common shareholders. As of June 11, 2021, ASB estimates that the ASB adjusted shareholders’ equity will be approximately $67,179,000 assuming an October 1, 2021 closing date and that the ASB Merger Costs will be approximately $6,641,000. Based on the foregoing estimates, ASB expects that the exchange ratio will be 2.4644 shares of Equity common stock issuable for each share of ASB common stock and that no cash consideration will be payable to the holders of ASB common stock. The table below also presents up to a $1,000,000 deficit and surplus from the estimated amount of the ASB adjusted shareholders equity. You should be aware that the estimates described in this paragraph and the table below are only estimates and such numbers are difficult to predict. If the actual numbers are materially different from such estimates, there could be a significant adjustment to the merger consideration. For a discussion of the risks and assumptions associated with the estimates and forecasts included in this table, see “Risk Factors—Risks Relating to the Merger—The sum of ASB’s consolidated capital, surplus and retained earnings accounts less all intangible assets prior to the closing of the

merger could be an amount that results in the reduction of the stock and cash consideration, if any, to be received by the ASB common shareholders as merger consideration.”


Estimated ASB adjusted shareholders’ equity on the calculation date⁽¹⁾		Estimated after-tax ASB Merger Costs⁽²⁾		Estimated ASB adjusted shareholders’ equity net of ASB Merger Costs		Exchange Ratio⁽³⁾		Per share contingent cash consideration payable to the ASB common stock⁽⁴⁾
$	66,179,000	$	6,641,000	$	59,538,000		2.4359		—
$	66,679,000	$	6,641,000	$	60,038,000		2.4502		—
$	67,179,000	$	6,641,000	$	60,538,000		2.4644		—
$	67,679,000	$	6,641,000	$	61,038,000		2.4644	$	0.50
$	68,179,000	$	6,641,000	$	61,538,000		2.4644	$	0.99

(1)

This number reflects ASB’s estimate of the ASB adjusted shareholders’ equity assuming a closing date of October 1, 2021. The estimated ASB adjusted shareholders’ equity is based on the financial and operating forecast provided by ASB’s management. It also presents up to a $1,000,000 deficit and surplus from the estimated amount of the ASB adjusted shareholders equity. For purposes of this estimate, the ASB Merger Costs are excluded from the ASB adjusted shareholders’ equity and presented in a separate column.

(2)	Reflects ASB’s estimate as of June 11, 2021 of the ASB Merger Costs.

(3)	Assumes that that 1,008,788 shares of ASB common stock are issued and outstanding immediately prior to the effective time of the merger.

(4)	Pursuant to the terms of the merger agreement, no per share contingent cash consideration will be payable unless the amount of the ASB adjusted shareholders’ equity less all ASB Merger Costs exceeds the required minimum equity of $60,537,298.

If, between the date of the merger agreement and the effective time, the outstanding shares of Equity common stock increase, decrease, change into or are exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization (but not as a result of another merger transaction or other issuances by Equity), then the exchange ratio set forth in the merger agreement will be appropriately and proportionately adjusted.

The table below sets forth the implied value of the merger consideration based on the closing price of Equity common stock as quoted by Nasdaq on the specified dates:


Date	Closing price of Equity common stock		Implied value of stock consideration per share of ASB common stock⁽³⁾		Cash consideration per share of ASB common stock⁽⁴⁾		Implied value of merger consideration per share of ASB common stock		Implied value of aggregate stock consideration⁽³⁾		Aggregate cash consideration⁽⁴⁾		Aggregate total consideration
May 14. 2021⁽¹⁾	$	30.92	$	76.20	$	0	$	76.20	$	76,868,887	$	0	$	76,868,887
[ ], 2021⁽²⁾

(1)	The last trading day before public announcement of the merger.

(2)	The latest practicable trading day before the printing of this proxy statement/prospectus.

(3)

Assumes there is no downward adjustment to the exchange ratio and that 1,008,788 shares of ASB common stock are issued and outstanding immediately prior to the effective time of the merger. For a discussion of the possible downward adjustment to the exchange ratio, see “The Merger Agreement—Merger Consideration” beginning on page 59.

(4)	Assumes that the ASB adjusted shareholders’ equity is equal to the required amount of minimum equity and that no cash consideration is payable. For a discussion of the possible cash component of the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page 59.

therefore, the market value of the shares of Equity common stock at closing of the merger will not be known at the time the ASB shareholders vote on the merger. Based on (i) the closing price of $30.92 for Equity common stock on Nasdaq on May 14, 2021, the last trading day before public announcement of the merger, the implied value of the stock component of the merger consideration per share of ASB common stock would be approximately $76.20, and (ii) the closing price of $[ ] for Equity’s common stock on Nasdaq on [ ], 2021, the latest practicable trading day before the printing of this proxy statement/prospectus, the implied value of the stock component of the merger consideration per share of ASB common stock would be approximately $[ ]. Each of the foregoing examples in the preceding sentence assumes there is no downward adjustment to the merger consideration as a result of ASB delivering less than the required minimum equity at the closing. In addition to the stock component of the merger consideration, the maximum possible cash merger consideration payable per share of ASB common stock is $3.47 (based upon 1,008,788 shares of ASB common stock outstanding). Such amount is only payable in the event that the ASB adjusted shareholders’ equity exceeds the required minimum equity by $3,500,000.

ASB Preferred Stock

At the effective time, each share of ASB preferred stock issued and outstanding (other than shares of ASB common stock held by ASB, Equity and any dissenting shareholder) will be converted into the right to receive, without interest, $100.00. The amount payable to the ASB preferred stock is capped at $6,600,000 in the aggregate; however, ASB does not anticipate that the cap will affect the merger consideration payable to the ASB preferred stock because the cap is equal to the total merger consideration that would have been payable in the aggregate to all shares of ASB preferred stock that were issued and outstanding as of the signing date of the merger agreement and ASB is restricted by the merger agreement from, and does not anticipate, issuing any additional shares of preferred stock.

In addition, on the date immediately prior to the closing date of the merger, ASB shall pay to the holders of the ASB preferred stock all accrued and unpaid dividends on the ASB preferred stock through such date in accordance with the terms of the Certificate of Designations of the ASB preferred stock.

Fractional Shares

Governing Documents; Directors and Officers; Governance Matters

At completion of the integrated mergers, the Equity articles and the Equity bylaws, as in effect immediately before the effective time, will be the articles of incorporation and bylaws of the surviving corporation, Equity, until thereafter changed or amended as provided by law.

The directors and officers, respectively, of Equity at the effective time will remain the directors and officers of the surviving corporation and will hold office from the effective time until their respective successors are duly elected or appointed and qualified in the manner provided in the articles of incorporation and bylaws of the surviving corporation or as otherwise provided by law.

At closing of the merger, Equity will add one board seat to be filled by Leon Borck, or such other current member of the ASB Board as mutually agreed by Equity and ASB. At closing of the merger, Equity will also cause Equity Bank to add three board seats, to be filled by Leon Borck, Doug Thurman and Max Nichols, or such other current member of the American State Bank & Trust Company board of directors as mutually agreed by Equity and ASB.

Closing and Effective Time

The merger will be completed only if all conditions to the merger discussed in this proxy statement/prospectus and set forth in the merger agreement are either satisfied or waived. See “—Conditions to Complete the Merger.” Following satisfaction or waiver of all the conditions to the merger, on a date mutually acceptable to Equity and ASB within thirty (30) days, the parties will execute such documents and instruments as may be necessary or appropriate in order to effect the merger and the other transactions contemplated by the merger agreement.

The merger and other transactions contemplated by the merger agreement will become effective on the date and at the time specified in the certificate of merger, reflecting the merger, filed with the Secretary of State of the State of Kansas in accordance with the K.S.A. It currently is anticipated that the completion of the merger will occur in the fourth calendar quarter of 2021, subject to the receipt of regulatory approvals and the satisfaction of other closing conditions set forth in the merger agreement, but neither ASB nor Equity can guarantee when or if the merger will be completed.

Conversion of Shares; Exchange of Certificates

The conversion of ASB common stock into the right to receive the merger consideration and the exchange of the ASB preferred stock for the right to receive merger consideration will occur automatically at the effective time. After completion of the merger, the exchange agent will exchange certificates representing shares of (i) ASB common stock, and (ii) ASB preferred stock for the merger consideration to be received pursuant to the terms of the merger agreement.

Letter of Transmittal—ASB common stock

As promptly as practicable, but no later than ten (10) business days after the effective time, and subject to the receipt by the exchange agent of a list of ASB’s shareholders in a format that is reasonably acceptable to the exchange agent, Equity will cause the exchange agent to mail to each holder of record of ASB common stock (i) a letter of transmittal and (ii) instructions for use in surrendering each certificate representing shares of ASB common stock in exchange for the merger consideration, any cash in lieu of a fractional share and any dividends or distributions to which such holder is entitled pursuant to the terms of the merger agreement.

ASB’s shareholders will be entitled to receive their respective merger consideration only after receipt by the exchange agent of a properly completed letter of transmittal including delivery of certificates representing shares of ASB common stock. No interest will be paid on the merger consideration.

If a certificate for ASB common stock has been lost, stolen or destroyed, the exchange agent will issue the merger consideration upon receipt of (i) an affidavit of that fact by the claimant and (ii) if required by Equity or the exchange agent, the posting of a bond in an amount as Equity may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such certificate.

After completion of the merger, there will be no further transfers on the stock transfer books of ASB of shares of ASB common stock that were issued and outstanding immediately prior to the effective time.

Letter of Transmittal—ASB preferred stock

No later than five (5) business days prior to the closing date of the merger, and subject to the receipt by Equity Bank, as the exchange agent for the ASB preferred stock, of a list of ASB’s preferred shareholders in a format that is reasonably acceptable to Equity, Equity will cause Equity Bank to mail to each holder of record of ASB preferred stock (i) a letter of transmittal and (ii) instructions for use in surrendering each certificate representing shares of ASB preferred stock in exchange for the merger consideration.

ASB’s preferred shareholders will be entitled to receive their respective merger consideration only after receipt by Equity Bank of a properly completed letter of transmittal including delivery of certificates representing shares of ASB preferred stock. No interest will be paid on the merger consideration.

If a certificate for ASB preferred stock has been lost, stolen or destroyed, Equity Bank will issue the merger consideration upon receipt of (i) an affidavit of that fact by the claimant and (ii) if required by Equity or Equity Bank, the posting of a bond in an amount as Equity may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such certificate.

Withholding

Equity, Equity Bank and the exchange agent, as the case may be, will be entitled to deduct and withhold, if necessary, from any consideration otherwise payable pursuant to the merger agreement to any person such amounts as Equity, Equity Bank or the exchange agent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Equity, Equity Bank or the exchange agent, as the case may be, and remitted to the appropriate governmental entity, such withheld amounts will be treated for all purposes of the merger agreement as having been paid to such person in respect of which such deduction and withholding was made by Equity, Equity Bank or the exchange agent, as the case may be.

Dividends and Distributions

No dividends or other distributions with respect to Equity common stock will be paid to the holder of any unsurrendered certificates of ASB common stock with respect to the shares of Equity common stock represented thereby, until the holder of the ASB common stock surrenders the certificates representing the shares of ASB common stock in accordance with the terms of the merger agreement. Following surrender of any such certificate in accordance with the terms of the merger agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest, which had previously become payable with respect to the whole shares of Equity common stock which the shares of ASB common stock represented by such certificate have been converted into the right to receive under the merger agreement.

On the date immediately prior to closing, ASB shall pay to the holders of the ASB preferred stock all accrued and unpaid dividends on the ASB preferred stock through such date in accordance with the terms of the Certificate of Designations of the ASB preferred stock.

Representations and Warranties

The merger agreement and this summary of the representations and warranties in this section are included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Equity and ASB contained in this proxy statement/prospectus or in the public reports of Equity filed with the SEC may supplement, update or modify the factual disclosures about Equity and ASB contained in the merger agreement. The merger agreement contains representations and warranties of Equity and ASB that may be subject to limitations, qualifications or exceptions agreed upon by the parties, including being qualified by confidential disclosures, and may be subject to a contractual standard of materiality that differs from the materiality standard that applies to reports and documents filed with the SEC. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement. The representations and warranties, other provisions of the merger agreement or any description of these provisions should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this proxy statement/prospectus, the documents

incorporated by reference into this proxy statement/prospectus and the other reports, statements and filings that Equity publicly files with the SEC. See “Where You Can Find More Information.”

The merger agreement contains customary representations and warranties of each of Equity and ASB relating to their respective businesses. The representations and warranties in the merger agreement do not survive the effective time.

The merger agreement contains representations and warranties made by ASB relating to a number of matters, including the following:

•

corporate matters, including due organization and qualification and subsidiaries;

•

authority relative to execution and delivery of the merger agreement;

•

capitalization;

•

compliance with laws; and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

•

financial statements;

•

the absence of undisclosed liabilities;

•

legal proceedings;

•

consents and approvals, required governmental and other regulatory filings in connection with the merger;

•

title to assets;

•

the absence of certain changes or events;

•

certain contracts;

•

certain tax matters;

•

insurance matters;

•

the absence of any material adverse change;

•

intellectual property;

•

related party transactions;

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indebtedness of ASB;

•

condition of assets;

•

environmental matters;

•

regulatory compliance;

•

absence of certain business practices;

•

books and records;

•

forms of instruments;

•

fiduciary responsibilities;

•

guaranties;

•

voting agreements and shareholders’ agreements;

•

employment matters;

•

employee benefits;

•

certain obligations to employees;

•

interest rate risk management;

•

internal controls;

•

compliance with the various specified statutes, rules and regulations;

•

certain matters concerning the trading of ASB’s securities;

•

the accuracy of information supplied for inclusion in this proxy statement/prospectus and other similar documents;

•

intercompany agreements;

•

the nature of the representations in the merger agreement;

•

inapplicability of takeover statutes; and

•

receipt by the ASB Board of an opinion from ASB’s financial advisor.

The merger agreement contains representations and warranties made by Equity relating to a more limited number of matters, including the following:

•

corporate matters, including due organization and qualification and subsidiaries;

•

authority relative to execution and delivery of the merger agreement;

•

capitalization;

•

filings with the SEC, certain compliance matters and financial statements;

•

compliance with laws; and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

•

the absence of undisclosed liabilities;

•

legal proceedings;

•

consents and approvals, required governmental and other regulatory filings in connection with the merger;

•

regulatory compliance;

•

the accuracy of information supplied for inclusion in this proxy statement/prospectus and other similar documents;

•

the absence of certain changes or events;

•

disclosure controls and procedures;

•

sufficient funds to pay the cash component of the merger consideration; and

•

the nature of the representations in the merger agreement.

Certain representations and warranties of Equity and ASB are qualified as to “materiality” or “material adverse change.” For purposes of the merger agreement, a “material adverse change,” means, with respect to either Equity or ASB, any event, occurrence, fact, condition, effect or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), assets, properties, liabilities (absolute, accrued, contingent or otherwise) or reserves, taken as a whole, or (ii) the ability of Equity and ASB to consummate the transactions contemplated the merger agreement on a timely basis; provided, however, that none of the following shall constitute, or shall be

considered in determining whether there has occurred, and no event, circumstance, change or effect resulting from or arising out of any of the following shall constitute, a material adverse change: (i) any changes in laws or interpretations thereof that are generally applicable to the banking or savings industries; (ii) changes in GAAP or regulatory accounting principles (“RAP”) that are generally applicable to the banking or savings industries; (iii) expenses incurred in connection with the transactions contemplated by the merger agreement; (iv) changes in global, national or regional political conditions or general economic or market conditions in the United States or the State of Kansas, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, and price levels or trading volumes in the United States or foreign securities markets affecting other companies in the financial services industry; (v) general changes in the credit markets or general downgrades in the credit markets; (vi) actions or omissions of a party taken as required by the merger agreement or with the prior informed written consent of the other party or parties in contemplation of the transactions contemplated by the merger agreement; (vii) any natural or man-made disaster, acts of God, outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism; or (viii) the execution and delivery of the merger agreement, the announcement hereof, the performance of transactions contemplated thereby, or any litigation relating to the merger agreement or the transactions contemplated thereby; provided, that such party is not affected to a greater extent than other persons, bank holding companies or insured depository institutions in the industry in which such party operates.

Covenants and Agreements

Conduct of Businesses Prior to the Completion of the Merger

ASB has agreed that, prior to the effective time, it will, and will cause its subsidiaries to, unless otherwise permitted in writing by Equity:

•

operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles;

•

except as required by prudent business practices, use all commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted;

•

perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as ASB or any of its subsidiaries may in good faith reasonably dispute;

•

maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion;

•

timely file, subject to extensions, all reports required to be filed with governmental entity and observe and conform, in all material respects, to all applicable laws, except those being contested in good faith by appropriate proceedings;

•

timely file, subject to extensions, all tax returns required to be filed by it and timely pay all taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings;

•

promptly notify Equity of any tax proceeding or claim pending or threatened against or with respect to ASB or any of its Subsidiaries;

•

withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all taxes required to be withheld therefrom and pay the same to the proper tax receiving officers;

•

account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP);

•

promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with the instructions to the Reports of Condition and Income (“Call Report”) and the Uniform Retail Credit Classification and Account Management Policy;

•

maintain the allowance for loan losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with applicable regulatory requirements; provided, further, that such allowance for loan losses as determined in accordance with GAAP and RAP, shall equal the greater of (A) 1.21% of total loans outstanding (excluding for purposes of this calculation any PPP loans from the total loans outstanding) as of the closing date of the merger, or (B) the amount required to comply with GAAP standards;

•

pay or accrue all costs, expenses and other charges to be incurred in connection with the merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the calculation date; and

•

ensure that all accruals for taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP.

Additionally, prior to the effective time, subject to specified exceptions, ASB will not, and will not permit any of its subsidiaries to, without the prior written consent of Equity, undertake the following actions:

•

merge into, consolidate with or sell any assets to any other person or entity, change ASB’s or any of its subsidiaries’ articles of incorporation or bylaws, increase the number of shares of ASB’s stock (other than by exercise of an option to purchase shares of ASB common stock) or any of its subsidiaries’ stock outstanding or increase the amount of the American State Bank & Trust Company stock outstanding or increase the amount of surplus (as calculated in accordance with the instructions to the Call Report);

•

except as explicitly permitted under the merger agreement or in accordance with applicable law or pursuant to a contract existing as of the date of the merger agreement, engage in any transaction with any affiliated person or allow such persons to acquire any assets from ASB or any of its subsidiaries, except (i) in the form of wages, salaries, fees for services, reimbursement of expenses and benefits already granted or accrued under ASB’s employee benefit plans currently in effect, or (ii) any deposit (in any amount) made by an officer, director or employee;

•

declare, set aside or pay any dividends or make any other distribution to its shareholders (including any share dividend, dividends in kind or other distribution) whether in cash, shares or other property or purchase, retire or redeem, or obligate itself to purchase, retire or redeem, any of its capital shares or other securities, except for (i) the final dividend payable on the ASB preferred stock pursuant to the merger agreement; and (ii) regular semi-annual dividends on the ASB preferred stock in the aggregate amount of $110,000; for the avoidance of doubt, ASB shall not be permitted to repurchase or redeem any shares of ASB common stock or ASB preferred stock under the terms of the ASB Shareholders’ Agreement or otherwise;

•

discharge or satisfy any material lien or pay any material obligation or liability, whether absolute or contingent, due or to become due, except in the ordinary course of business consistent with past practices and except for liabilities incurred in connection with the transactions contemplated by the merger agreement;

•

issue, reserve for issuance, grant, sell or authorize the issuance of any shares of its capital stock or other securities or subscriptions, options, warrants, calls, rights or commitments of any kind relating to the issuance thereto;

•

accelerate the vesting of pension or other benefits in favor of employees of ASB or any of its subsidiaries except according to an ASB employee benefit plan or as otherwise contemplated by the merger agreement or as required by applicable law;

•

acquire any capital stock or other equity securities or acquire any equity or ownership interest in any bank, corporation, partnership or other entity (except (i) through settlement of indebtedness, foreclosure or the exercise of creditors’ remedies or (ii) in a fiduciary capacity, the ownership of which does not expose it to any material liability from the business, operations or liabilities of such person);

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mortgage, pledge or subject to lien any of its property, business or assets, tangible or intangible, except (i) certain permitted encumbrances and (ii) pledges of assets to secure public funds deposits;

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except for the sale of certain specified loans identified on the schedule to the merger agreement which may only be sold without recourse to American State Bank & Trust Company, sell, transfer, lease to others or otherwise dispose of any of its assets, or cancel or compromise any debt or claim, or waive or release any right or claim of a market value in excess of $5,000;

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settle any action, suit, claim or proceeding against it, except for an action, suit, claim or proceeding that is settled in an amount and for consideration not in excess of $100,000 and that would not impose any material restriction on the business of ASB or any subsidiary thereof;

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make any change in the rate or timing of payment of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance or vacation pay, to or for the benefit of any of its shareholders, directors, officers, employees or agents, other than periodic increases in compensation consistent with past practices, and bonuses, commissions, and incentives consistent with past and normal practices to its employees and officers;

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enter into any employment or consulting contract (other than as contemplated by the terms of an ASB employee benefit plan or the merger agreement) or other agreement with any current or proposed director, officer or employee or adopt, amend in any material respect or terminate any pension, employee welfare, retirement, stock purchase, stock option, phantom stock, stock appreciation rights, termination, severance, income protection, golden parachute, savings or profit-sharing plan (including trust agreements and insurance contracts embodying such plans), any deferred compensation, or collective bargaining agreement, any group insurance contract or any other incentive, welfare or employee benefit plan or agreement for the benefit of its directors, employees or former employees, except as required by applicable law or by the merger agreement;

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make any capital expenditures or capital additions or betterments, except for such capital expenditures or capital additions that are set forth in writing in the budget provided to Equity or that are reasonably necessary to prevent deterioration of the condition of a property;

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sell or dispose of, or otherwise divest itself of the ownership, possession, custody or control, of any corporate books or records of any nature that, in accordance with sound business practice, normally are retained for a period of time after their use, creation or receipt, except at the end of the normal retention period;

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make any, or acquiesce with any, change in any (i) credit underwriting standards or practices, including loan loss reserves, (ii) asset liability management techniques, (iii) accounting methods, principles or material practices, except as required by changes in GAAP as concurred in by ASB’s independent auditors, or as required by any applicable regulatory agency, (iv) tax election, change in taxable year, accounting principles, practices or methods for tax purposes, amendment of a tax return, restriction on any assessment period relating to taxes, settlement of any tax claim, action, suit, litigation, proceeding,

arbitration, investigation, audit, controversy or assessment relating to ASB or any of its subsidiaries, “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign law), or surrender any claim to a refund, or (v) extension (other than automatic extensions and extensions obtained in the ordinary course of business) in the time to file tax returns, or waiver of the limitation period applicable to any tax claim or assessment relating to ASB or its subsidiaries;

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reduce the amount of American State Bank & Trust Company’s allowance for loan losses except through charge offs;

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sell (but payment at maturity is not a sale) or purchase any investment securities, other than purchases of obligations of the U.S. Treasury (or any agency thereof) with a duration of four (4) years or less and an AA rating by at least one nationally recognized ratings agency; provided that ASB and its subsidiaries may liquidate their securities portfolio without consent of Equity;

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renew, extend the maturity of, or alter any of the terms of any loan classified by ASB as “special mention,” “substandard,” or “impaired” or other words of similar import;

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make, commit to make, renew, extend the maturity of, or alter any of the material terms of any loan in excess of $500,000; or

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enter into any acquisitions or leases of real property, including new leases and lease extensions, other than in the ordinary course of business consistent with past practice or through settlement of indebtedness, foreclosure or the exercise of creditors’ remedies.

Regulatory Matters

Equity and ASB have agreed to use their commercially reasonable efforts to promptly prepare and file or cause to be filed, within 30 days of the date of the merger agreement, applications for all regulatory approvals required to be obtained by each of the parties in connection with the merger agreement and the transactions contemplated thereby.

Employee Matters

Equity has agreed to consult with the Chief Executive Officer of ASB with respect to the termination of any employees of ASB in connection with the closing of the merger. Subject to the terms of the merger agreement, employees of ASB whose employment is terminated in connection with the merger will be eligible to receive certain severance payments under specified circumstances.

Subject to the right of subsequent amendment, modification, replacement or termination in the sole discretion of Equity, each continuing employee will be entitled, as an employee of Equity or its subsidiaries, to participate in the employee benefit plans of Equity provided to similarly situated employees of Equity or its subsidiaries, if such continuing employee will be eligible and, if required by the terms of such plans, selected for participation therein under the terms thereof and makes any required contributions. The provisions of the merger agreement are not intended to give any continuing employee any rights or privileges superior to those of other similarly situated employees of Equity or its subsidiaries or to provide duplication of similar benefits but, subject to that qualification, Equity will, for purposes of vesting and any age or period of service requirements for commencement of participation with respect to any employee benefit plans in which a continuing employee may participate (excluding any defined benefit pension plan), credit each continuing employee with his or her term of service with ASB or any of its subsidiaries.

Director and Officer Indemnification and Insurance

The merger agreement provides that after the completion of the merger, Equity and the surviving corporation will indemnify the directors, officers, employees and agents of ASB to the extent that such person

would have been entitled to indemnification under the certificate of incorporation, bylaws or any existing indemnification agreements of ASB prior to the merger.

Prior to closing of the merger, Equity and Equity Bank will obtain, at the expense of Equity, a six-year tail insurance coverage policy relating to the policies of directors’ and officers’ liability insurance currently maintained by ASB and American State Bank & Trust Company as of the date of the merger agreement with respect to claims arising from facts or events that occurred on or prior to the effective time (including the transactions contemplated by the merger agreement) as currently maintained by ASB, on terms no less advantageous than those contained in ASB’s existing directors’ and officers’ and company’s liability insurance policy; provided, however, Equity is not obligated to expend, on an annual basis, an amount in excess of 200% of the current annual premium paid as of the date of the merger agreement by ASB for such insurance.

Shareholder Meeting and Recommendation of ASB’s Board of Directors

ASB has agreed to (i) duly call, give notice of, convene and hold the ASB special meeting of its shareholders as soon as practicable after the registration statement of which this proxy statement/prospectus is a part becomes effective with the SEC for the purpose of approving the Merger Proposal; (ii) require no greater than the minimum vote of the capital stock of ASB required by applicable law in order to approve the Merger Proposal; (iii) include in this proxy statement/prospectus the recommendation of the ASB Board that the ASB shareholders vote in favor of the approval of the Merger Proposal; and (iv) cause this proxy statement/prospectus to be mailed to the ASB shareholders as soon as practicable after it becomes effective with the SEC, and use its commercially reasonable efforts to obtain the approval of the Merger Proposal.

Agreement Not to Solicit Other Offers

ASB has agreed that it will not, and will cause its subsidiaries not to, and will cause ASB’s and its subsidiaries’ respective officers, directors, employees, affiliate, agents and representatives not to, directly or indirectly, (i) initiate or solicit or knowingly encourage any inquiries with respect to, or the making of, any acquisition proposal or (ii) except as otherwise permitted by the merger agreement, (A) engage in negotiations or discussions with or provide any information or data to, any person relating to an acquisition proposal, (B) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any acquisition proposal, or (C) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any acquisition proposal.

ASB further agreed that it will, and will cause each of its officers, directors, employees, affiliate, agents and representatives to, (i) immediately cease any solicitations, discussions or negotiations with any person (other than Equity) conducted prior to the signing of the merger agreement with respect to any acquisition proposal and promptly request return or destruction of confidential information related thereto, (ii) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement relating to any acquisition proposal to which it or any of its officers, directors, employees, affiliate, agents and representatives is a party, and (iii) use its commercially reasonable efforts to enforce any confidentiality or similar agreement relating to any acquisition proposal. Notwithstanding the foregoing, at any time prior to obtaining the approval of the its shareholders, in the event that ASB receives a bona fide acquisition proposal that complies with the terms of the merger agreement, ASB and its Board may participate in discussions or negotiations with, or furnish any information to, any person making such acquisition proposal and its agents and representatives or potential sources of debt financing that need to be involved in such discussion if the ASB Board determines in good faith, after consultation with its counsel and financial advisor, that such person is reasonably likely to submit to ASB a proposal deemed to be superior to Equity’s proposal (as determined in accordance with the terms of the merger agreement) and that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties.

In connection with the receipt and negotiation of any acquisition proposal by ASB, ASB is required to comply with the terms, conditions and procedures set forth in the merger agreement, which require, among other

things, ASB to enter into a confidentiality agreement with the person making an acquisition proposal, providing certain notices and information to Equity and allowing Equity to make counter offers that ASB will consider in good faith.

ASB’s Board may, at any time prior to obtaining the approval of ASB’s shareholders, (i) approve, endorse or recommend a proposal deemed to be superior to Equity’s proposal (as determined in accordance with the terms of the merger agreement) or enter into a definitive agreement with respect to such superior proposal or (ii) modify or amend in a manner adverse to Equity or withdraw its recommendation in favor of approval of the merger agreement, provided that (x) prior to such change in recommendation, the ASB Board will determine, in good faith (after consultation with its counsel), that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law and (y) such change in recommendation is in connection with a superior proposal or an intervening event and such superior proposal has been made and has not been withdrawn and continues to be a superior proposal after taking into account any action taken by Equity.

Conditions to Complete the Merger

ASB’s obligations to complete the merger are subject to the satisfaction or waiver of the following conditions:

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subject to certain materiality and material adverse change exceptions, each of the representations and warranties of Equity set forth in the merger agreement will be true and correct in all respects at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date);

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Equity and Merger Sub have, or have caused to be, performed or observed, in all material respects, all obligations and agreements required to be performed or observed by Equity and Merger Sub under the merger agreement on or prior to the closing date;

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the Merger Proposal having been approved by the requisite vote of its shareholders;

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ASB and Equity having received approvals, acquiescences or consents of the transactions contemplated by the merger agreement from all necessary governmental entities and certain third parties and all applicable waiting periods having expired. Further, the approvals and the transactions contemplated by the merger agreement not having been contested or threatened to be contested by any federal or state governmental entity or by any other third party by formal proceedings;

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no action having been taken, and no statute, rule, regulation or order being promulgated, enacted, entered, enforced or deemed applicable to the merger agreement or the transactions contemplated thereby by any federal, state or foreign government or governmental entity or by any court, including the entry of a preliminary or permanent injunction, which, if successful, would (i) make the merger agreement or any other agreement contemplated thereby, or the transactions contemplated thereby illegal, invalid or unenforceable, (ii) impose material limits on the ability of any party to the merger agreement to complete the merger agreement or any other agreement contemplated thereby, or the transactions contemplated thereby, or (iii) if the merger agreement or any other agreement contemplated thereby, or the transactions contemplated thereby are completed, subject ASB, the American State Bank & Trust Company, or any officer, director, shareholder or employee of ASB or American State Bank & Trust Company to criminal or civil liability. Further, no action or proceeding before any court or governmental entity, by any government or governmental entity or by any other person is threatened, instituted or pending that would reasonably be expected to result in any of the consequences described above;

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ASB will have received all documents required to be received from Equity on or prior to the closing date all in form and substance reasonably satisfactory to ASB;

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there having been no material adverse change with respect to Equity since December 31, 2020;

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the registration statement of which this proxy statement/prospectus is a part, including any amendments or supplements thereto, will be effective under the Securities Act and no stop order suspending the effectiveness of the registration statement will be in effect or proceedings for such purpose pending before or threatened by the SEC. All state securities permits or approvals required by applicable state securities laws to consummate the transactions contemplated by the merger agreement will have been received and remain in effect;

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the shares of Equity common stock to be issued pursuant to the merger agreement will have been approved for listing on Nasdaq;

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Equity will have procured a tail insurance coverage policy relating to the policies of directors’ and officers’ liability insurance in accordance with the terms and subject to the conditions the merger agreement;

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contingent upon the occurrence of the closing of the merger, Equity will have arranged to assume the ASB TruPS in accordance with the terms, documents and agreements related thereto; and

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ASB shall have received the written opinion of Stinson LLP, in form and substance reasonably satisfactory to ASB, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, that are consistent with the state of facts existing at the effective time, that the integrated mergers shall together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of the Code Section 368(a)(1)(A).

Equity’s obligations to complete the merger are subject to the satisfaction or waiver of the following conditions:

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subject to certain materiality and material adverse change exceptions, each of the representations and warranties of ASB set forth in the merger agreement will be true and correct in all respects at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date);

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ASB has, or has caused to be, performed or observed, in all material respects, all obligations and agreements required to be performed or observed by ASB under the merger agreement on or prior to the closing date;

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the Merger Proposal having been approved by the requisite vote of ASB’s shareholders;

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Equity having received approvals, acquiescences or consents of the transactions contemplated by the merger agreement from all necessary governmental entities and certain the third parties, and all applicable waiting periods having expired. Further, the approvals and the transactions contemplated thereby not having been contested or threatened to be contested by any federal or state governmental entity or by any other third party by formal proceedings;

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no action having been taken, and no statute, rule, regulation or order being promulgated, enacted, entered, enforced or deemed applicable to the merger agreement or the transactions contemplated thereby by any federal, state or foreign government or governmental entity or by any court, including the entry of a preliminary or permanent injunction, which, if successful, would (i) make the merger agreement or any other agreement contemplated thereby, or the transactions contemplated thereby illegal, invalid or unenforceable, (ii) require the divestiture of a material portion of the assets of Equity or its subsidiaries, or (iii) impose material limits on the ability of any party to the merger agreement to complete the merger agreement or any other agreement contemplated thereby, or the transactions contemplated thereby, or (iv) if the merger agreement or any other agreement contemplated thereby, or the transactions contemplated thereby are completed, subject Equity or any officer, director, shareholder or employee of Equity to criminal or civil liability. Further, no action or proceeding before any court or governmental entity, by any government or governmental entity or by any other person is

threatened, instituted or pending that would reasonably be expected to result in any of the consequences described above;

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Equity having received from each of the directors of ASB an instrument dated as of the closing date releasing ASB, its subsidiaries and each of its affiliates, successors and assigns, from any and all claims of such directors (except to certain matters described therein). Further, Equity having received from each of the specified officers of ASB an instrument dated as of the closing date releasing ASB, its subsidiaries and each of its affiliates, successors and assigns, from any and all claims of such officers;

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there will have been no material adverse change to ASB since December 31, 2020;

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Equity having received evidence reasonably satisfactory to Equity that, as of the effective time, all employee benefit plans of ASB (other than such plans Equity elects not to terminate) have been terminated in accordance with the terms of such employee benefit plans of ASB, the Code, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and all other applicable laws on a basis satisfactory to Equity in its reasonable discretion and that, to the extent required by the employee benefit plans of or applicable law, affected participants have been notified of such terminations and/or integrations;

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holders of not more than 5% of the outstanding shares of ASB stock having duly exercised their appraisal rights under the K.S.A.;

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Equity will have received all documents required to be received from ASB on or prior to the closing date, all in form and substance reasonably satisfactory to Equity;

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ASB’s adjusted shareholders’ equity shall be equal to or greater than $54,483,568;

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Each holder of an option to purchase shares of ASB common stock shall have exercised such option prior to the calculation date or ASB shall have cancelled any such ASB option that remains unexercised as of the calculation date;

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ASB shall have delivered to Equity (i) a notice to the IRS conforming to the requirements of Treasury Regulation Section 1.897-2(h)(2), in form and substance satisfactory to Equity, dated as of the closing date of the merger and executed by ASB, and (ii) a Statement of Non-U.S. Real Property Holding Corporation Status Pursuant to Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h) and Certification of Non-Foreign Status, in form and substance satisfactory to Equity, dated as of the closing date of the merger and executed by ASB.

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Equity shall have received an opinion of Norton Rose Fulbright US LLP, in form and substance reasonably satisfactory to Equity, dated as of the closing date and based on facts, representations and assumptions described in such opinion, to the effect that the integrated mergers shall together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code;

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contingent upon the occurrence of the closing of the merger, Equity will have arranged to assume the ASB TruPS in accordance with the terms, documents and agreements related thereto; and

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Equity will have received from ASB certain tax documents in form and substance satisfactory to Equity, dated as of the closing date and executed by ASB.

Neither ASB nor Equity can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party, or that the merger will be completed.

Termination of the Merger Agreement

The merger agreement can be terminated at any time prior to completion of the merger in the following circumstances:

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by the mutual written consent of Equity and ASB;

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by either Equity or ASB (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained therein) if the conditions precedent to such party’s obligations to close have not been met or waived by December 31, 2021; provided, however, that such date may be extended to such later date as agreed upon by ASB and Equity;

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by either Equity or ASB if any of the transactions contemplated by the merger agreement are disapproved by any federal or state governmental or regulatory agency or authority whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the merger agreement or the transactions contemplated by the merger agreement and such disapproval, order, decree, ruling or other action is final and nonappealable; provided, however, that the party seeking to terminate merger agreement pursuant to this provisions is required to use its commercially reasonable efforts to contest, appeal and remove such order, decree, ruling or other action.

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by either Equity or ASB if there has been any material adverse change with respect to the other party;

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subject to certain cure rights, by Equity or ASB, if there will have been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty will cease to be true and correct) set forth in the merger agreement on the part of the other party to the merger agreement or any other agreement contemplated thereby, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (or failures of such representations and warranties to be true and correct), would constitute, if occurring or continuing at the closing of the merger, the failure of a closing condition; provided, however, that the right to terminate merger agreement under this provision will not be available to a party if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in merger agreement;

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by Equity or ASB, if ASB does not receive the required shareholder approval at the ASB special meeting or any adjournment or postponement thereof; provided, however, that ASB may not terminate the merger agreement pursuant to the corresponding provision in the merger agreement if ASB has breached in any material respect any of its obligations under the merger agreement in a manner that caused the failure to obtain the approval of the shareholders at the ASB special meeting, or at any adjournment or postponement thereof;

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by ASB prior to obtaining the approval of the ASB shareholders at the ASB special meeting, and subject to the terms and conditions set forth in merger agreement, in order to accept an alternative acquisition proposal;

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by Equity if the ASB Board, prior to obtaining the approval of the ASB shareholders and in compliance with the procedures set forth in merger agreement, approves, endorses or recommends an alternative acquisition proposal or enters into a definitive agreement with respect to an alternative acquisition proposal or modifies or amends its recommendation in a manner adverse to Equity or withdraws its recommendation;

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by Equity or ASB if the other party or its respective banking subsidiary enter into any formal or informal administrative action with any court, arbitrator, federal or state governmental agency or other authority or any such action is threatened by any such entity; or

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by ASB, within two business days of the calculation date, which will be the last day of the month immediately preceding the month during which the closing date of the merger occurs or such other mutually agreed date, if both (i) the volume weighted average closing price of Equity common stock during the twenty trading day period ending on the close of business on the calculation date is less than $23.672 and (ii) Equity’s common stock underperforms the KBW Nasdaq Regional Banking Index (KRX) by more than 20%; provided, however, that Equity has a right to cure by adjusting the exchange ratio or increasing the per share cash amount as provided in the merger agreement.

Effect of Termination

If the merger agreement is terminated, then neither Equity nor ASB will have any further liability or obligation under the merger agreement; provided, however, that (i) no such termination will relieve any party of any liability or damages resulting from any willful breach of the merger agreement or actual fraud; (ii) provisions of the merger agreement concerning termination fees and certain other specified provisions will survive any such termination; and (iii) the confidentiality agreement between Equity and ASB will survive any such termination in accordance with its terms.

Termination Fee

ASB will pay Equity a termination fee if the merger agreement is terminated under the following circumstances:

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by ASB prior to obtaining the approval of the ASB shareholders at the ASB special meeting, in order to accept an acquisition proposal, then ASB will pay to Equity a termination fee equal to $3,500,000, within two (2) Business Days;

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by Equity if the ASB Board approves, endorses or recommends an acquisition proposal or enters into a definitive agreement with respect to an acquisition proposal or modifies or amends its recommendation in a manner adverse to Equity or withdraws its recommendation, then ASB will pay to Equity a termination fee equal to $3,500,000, within two (2) Business Days of receipt of such written notice of termination from Equity; and

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if prior to the termination of the merger agreement, a bona fide acquisition proposal shall have been made known to senior management of ASB, the board of directors of ASB or directly to ASB’s shareholders generally or any person shall have publicly announced (and not withdrawn) an acquisition proposal with respect to ASB and (A) thereafter (I) the merger agreement is terminated by either Equity or ASB after December 31, 2021, (II) by Equity or ASB because ASB shall have failed to obtain the requisite vote of its shareholders in favor of the Merger Proposal, or (III) the merger agreement is terminated by Equity in connection with a breach of a covenant or agreement by ASB pursuant to the terms of the merger agreement, and (B) prior to the date that is twelve (12) months after the date of such termination, ASB enters into a definitive agreement or consummates a transaction with respect to an acquisition proposal, then ASB shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay to Equity a termination equal to $3,500,000.

If ASB fails to pay in a timely manner any termination fee due to Equity, then ASB (i) will pay to Equity the reasonable costs and expenses of Equity (including its reasonable attorneys’ fees and expenses) incurred or accrued in connection Equity’s efforts to obtain payment of any amounts due to Equity and (ii) will pay all interest accrued on any amount due to Equity, which will accrue at the prime lending rate prevailing during such period as published in The Wall Street Journal. Any interest payable hereunder will be calculated on a daily basis from the date such amounts were required to be paid until (but excluding) the date of actual payment, and on the basis of a 360-day year.

Expenses and Fees

Except (i) with respect to certain costs and expenses in connection with the filing of proxy statement/prospectus with the SEC, which will be borne by Equity, (ii) as otherwise provided in the termination provision, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such fees or expenses, whether or not the merger is consummated.

Amendment, Waiver and Extension of the Merger Agreement

Subject to compliance with applicable law, the merger agreement may be amended, modified or supplemented only by an instrument in writing executed by each of the parties to the merger agreement. At any time prior to the closing of the merger, the parties may (i) extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement, (ii) waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document, certificate or writing delivered pursuant to the merger agreement, or (iii) waive compliance with any of the agreements, covenants or conditions contained in the merger agreement, in each case, in accordance with the terms of the merger agreement.

ASB Director Support Agreements

In connection with entering into the merger agreement, all of the directors of ASB, other than Stan Andeel, have entered into a Director Support Agreement with Equity (the “ASB director support agreements”) pursuant to which they agree to refrain from harming the goodwill of Equity, ASB or any of their respective subsidiaries and their respective customer, client and vendor relationships. Each of these directors also agreed to certain additional restrictive covenants. A copy of the form of the ASB director support agreements is included in this proxy statement/prospectus as Annex B.

ASB Voting Agreement

In connection with entering into the merger agreement, Equity entered into a Voting Agreement with ASB, Brad S. Elliott, as proxy, and certain shareholders of ASB (the “ASB voting agreement”). The shareholders that are party to the ASB voting agreement beneficially own in the aggregate approximately 15.3% of the outstanding shares of ASB common stock and 90.9% of the outstanding shares of ASB preferred stock. The ASB voting agreement requires, among other things, that the shareholders party thereto vote all of their shares of ASB common stock and ASB preferred stock in favor of the merger and the other transactions contemplated by the merger agreement and against alternative transactions and generally prohibits them from transferring their shares of ASB stock prior to the termination of the ASB voting agreement. The ASB voting agreement will terminate upon the earlier of the termination of the merger agreement in accordance with its terms or the completion of the transactions contemplated by the merger agreement. A copy of the form of the ASB voting agreement is included in this proxy statement/prospectus as Annex C.

ACCOUNTING TREATMENT

The accounting principles applicable to this transaction as described in FASB ASC 805 provide transactions that represent business combinations are to be accounted for under the acquisition method. The acquisition method requires all of the following steps: (1) identifying the acquirer; (2) determining the acquisition date; (3) recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; and (4) recognizing and measuring goodwill or a gain from a bargain purchase.

The appropriate accounting treatment for this transaction is as a business combination under the acquisition method. On the acquisition date, as defined by ASC 805, Equity (the acquirer) will record at fair value the identifiable assets acquired and liabilities assumed, any noncontrolling interest, and goodwill (or a gain from a bargain purchase). The results of operations for the combined company will be reported prospectively subsequent to the acquisition date.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE INTEGRATED MERGERS

The following discussion addresses certain material U.S. federal income tax consequences of the integrated mergers to U.S. holders (as defined below) of ASB common stock. This discussion is based on the Code, Treasury regulations, administrative rulings and judicial decisions, all as in effect as of the effective time of this proxy statement/prospectus and all of which are subject to change (possibly with retroactive effect) and to differing interpretations. Accordingly, the U.S. federal income tax consequences of the integrated mergers to holders of ASB common stock could differ from those described below.

This discussion applies only to U.S. holders that hold their ASB common stock as a capital asset (generally assets held for investment), and will hold the Equity common stock received in exchange for their ASB common stock as a capital asset (generally assets held for investment). This discussion does not apply to holders of ASB preferred stock or holders of ASB common stock that also own ASB preferred stock. Further, this discussion does not address all aspects of U.S. federal taxation that may be relevant to a particular U.S. holder in light of such holder’s personal circumstances or to a U.S. holder that is subject to special treatment under U.S. federal income tax laws, including, without limitation:

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banks, financial institutions or mutual funds,

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tax-exempt organizations,

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insurance companies,

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dealers in securities or foreign currency,

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retirement plans, individual retirement accounts or other tax-deferred accounts,

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traders in securities who elect to apply a mark-to-market method of accounting,

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an S corporation or other pass-through entity (or an investor in an S corporation or other pass-through entity),

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controlled foreign corporations or passive foreign investment companies,

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regulated investment companies and real estate investment trusts,

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broker-dealers,

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holders liable for the alternative minimum tax,

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holders that have a functional currency other than the U.S. dollar,

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holders who received, or have a right to receive, their ASB common stock through the exercise of employee stock options, through a tax-qualified retirement plan, deferred stock award or otherwise as compensation,

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persons subject to special tax accounting rules as a result of any item of gross income with respect to ASB common stock being taken into account in an “applicable financial statement” (as defined in the Code),

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holders who hold ASB common stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment, and

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U.S. expatriates or certain former citizens or long-term residents of the United States.

If a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of ASB common stock, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. Equity and ASB urge such partners and partnerships to consult their own tax advisors regarding the particular tax consequences of the integrated mergers to them.

In addition, this discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, or any state, local or foreign tax consequences of the integrated mergers, or any tax consequences of the integrated mergers under any U.S. federal tax laws other than those pertaining to income tax (e.g., U.S. federal gift or estate taxes). You are urged to consult with your own tax advisor as to the tax consequences of the integrated mergers in light of your particular circumstances.

For purposes of this discussion, a U.S. holder is a beneficial owner of ASB common stock who is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or any other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any state thereof or the District of Columbia; (iii) an estate that is subject to U.S. federal income tax on its income regardless of its source; or (iv) a trust (A) if a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) that was in existence on August 20, 1996, and has made a valid election to be treated as a United States person for U.S. federal income tax purposes. Holders of ASB common stock who are not U.S. holders may have different tax consequences than those described below and are urged to consult their own tax advisors regarding the tax treatment of the integrated mergers under U.S. federal income tax laws and the tax laws of any applicable foreign, state and local taxing jurisdiction.

Determining the actual U.S. federal income tax consequences of the integrated mergers to a U.S. holder may be complex and will depend, in part, on the holder’s particular circumstances. Equity and ASB urge each U.S. holder of ASB common stock to consult his or her tax advisor with respect to the particular tax consequences of the integrated mergers to such holder.

U.S. Federal Income Tax Consequences of the Integrated Mergers Generally

The obligations of Equity and ASB to complete the integrated mergers are conditioned on, among other things, the receipt by Equity and ASB of tax opinions from Norton Rose Fulbright US LLP (or other nationally recognized tax counsel acceptable to Equity) and Stinson LLP (or other nationally recognized tax counsel acceptable to ASB), respectively, dated as of the closing date of the integrated mergers, to the effect that, on the basis of facts, representations and assumptions described in such opinions, the integrated mergers shall together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

These opinions will be subject to customary qualifications and assumptions, including assumptions regarding the absence of changes in existing facts and the completion of the integrated mergers strictly in accordance with the merger agreement and the registration statement. In rendering their opinions, Norton Rose Fulbright US LLP (or other nationally recognized tax counsel acceptable to Equity) and Stinson LLP (or other nationally recognized tax counsel acceptable to ASB) will rely upon representations and covenants, including those contained in certificates of officers of Equity and ASB. If any of the assumptions, representations or covenants upon which these opinions are based are incorrect or inaccurate in any way, these opinions and the U.S. federal income tax consequences of the integrated mergers to the U.S. holders of ASB common stock, ASB, and Equity could be adversely affected. The opinions represent the best legal judgment of Norton Rose Fulbright US LLP (or other nationally recognized tax counsel acceptable to Equity) and Stinson LLP (or other nationally recognized tax counsel acceptable to ASB), but does not bind the courts and does not preclude the IRS from adopting a position contrary to the ones expressed in the opinions. Additionally, the IRS has not issued (and is not expected to issue) any ruling as to the qualification of the integrated mergers as a reorganization under Section 368(a) of the Code. Accordingly, there can be no assurance that the IRS will not assert, and a court will not sustain, a position contrary to the position addressed below or in the opinions of Norton Rose Fulbright US LLP (or other nationally recognized tax counsel acceptable to Equity) and Stinson LLP (or other nationally recognized tax counsel acceptable to ASB). The following discussion regarding the U.S. federal income tax consequences of the integrated mergers assumes that the integrated mergers shall together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

Tax Consequences to ASB and Equity

No gain or loss should be recognized by Equity or ASB for U.S. federal income tax purposes as a result of the integrated mergers.

Tax Consequences to U.S. Holders of ASB Common Stock

Exchange for Equity Common Stock and Cash. A U.S. holder who receives both Equity common stock and cash in the exchange for such holder’s ASB common stock will recognize gain (but not loss) equal to the lesser of: (1) the amount by which the sum of the fair market value of the Equity common stock and cash received by such holder of ASB common stock exceeds such holder’s adjusted tax basis in its ASB common stock (excluding the adjusted tax basis of a fractional share); and (2) the amount of cash received by such holder of ASB common stock (in each case excluding cash received in lieu of a fractional share of Equity common stock, the U.S. federal income tax treatment of which is discussed below). Except to the extent any cash received is treated as a dividend as discussed below, any gain recognized by the U.S. holder generally will be long-term capital gain if, as of the effective time of the integrated mergers, such holder’s holding period with respect to the ASB common stock surrendered exceeds one year. If ASB common stock was acquired by a U.S. holder at different times or different prices, such holder should consult the holder’s tax advisor regarding the manner in which gain or loss should be determined for each identifiable block of ASB common stock surrendered in the exchange.

The aggregate tax basis of the shares of Equity common stock received (including any fractional share of Equity common stock deemed received and redeemed for cash as described below) by a U.S. holder will be equal to such holder’s aggregate tax basis in the shares of ASB common stock surrendered in exchange for the shares of Equity common stock reduced by the amount of tax basis allocated to any fractional share deemed received and redeemed, and then increased by any taxable gain recognized in the integrated mergers by such holder (excluding any gain recognized as a result of cash received in lieu of a fractional share of Equity common stock) regardless of whether such gain is classified as capital gain or dividend income, and minus any cash received (other than cash received in lieu of a fractional share of Equity common stock) by such holder in the integrated mergers. The holding period for shares of Equity common stock received in the integrated mergers (including any fractional share of Equity common stock deemed received and redeemed for cash as described below) by a U.S. holder will include such holder’s holding period for the ASB common stock surrendered in exchange for the Equity common stock. If ASB common stock was purchased or acquired by a U.S. holder on different dates or at

different prices, such holder is urged to consult such holder’s tax advisor for purposes of determining the basis and holding period of the Equity common stock received in the integrated mergers.

Cash Received in Lieu of a Fractional Share. A U.S. holder who receives cash in lieu of a fractional share of Equity common stock will be treated as having received the fractional share in the integrated mergers and then as having exchanged the fractional share for cash in redemption by Equity. As a result (and except to the extent that the cash received is treated as a dividend as discussed below), the U.S. holder will generally recognize gain or loss equal to the difference between the amount of cash received and such holder’s tax basis allocable to the fractional share. The gain or loss will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held the fractional share exchanged (including the holding period for the ASB common stock exchanged therefor) for more than one year as of the effective time of the integrated mergers. For U.S. holders of shares of ASB common stock that are non-corporate holders, long-term capital gain generally will be taxed at a U.S. federal income tax rate that is lower than the rate for ordinary income or for short-term capital gains. The deductibility of capital losses is subject to limitations.

Potential Characterization of Gain as a Dividend. In general, the determination of whether gain recognized by a U.S. holder in the exchange will be treated as capital gain or as a dividend will depend on whether, and to what extent, the integrated mergers reduce such holder’s deemed percentage ownership of Equity common stock. For purposes of this determination, the U.S. holder will be treated as if such holder first exchanged such holder’s ASB common stock solely for Equity common stock and then Equity immediately redeemed a portion of such holder’s Equity common stock in the exchange for cash received in the integrated mergers by such holder. The gain recognized by the U.S. holder in the exchange followed by a deemed redemption will be capital gain if, with respect to such holder, the deemed redemption is either “substantially disproportionate” or “not essentially equivalent to a dividend.”

In general, the deemed redemption will be “substantially disproportionate” with respect to a U.S. holder if the percentage described in clause (2) below is less than 80% of the percentage described in clause (1) below. In general, such determination requires a comparison of (1) the percentage of outstanding voting stock of Equity that the U.S. holder is deemed actually and constructively to have owned immediately before the deemed redemption by Equity and (2) the percentage of outstanding voting stock of Equity actually and constructively owned by such holder immediately after the deemed redemption by Equity. In applying the foregoing test, the U.S. holder may be deemed, under constructive ownership rules, to own stock in addition to stock actually owned by such holder, including stock owned by certain other persons and stock subject to an option held by such holder or by certain other persons. Because the constructive ownership rules are complex, each U.S. holder is urged to consult such holder’s tax advisor as to the applicability of these rules. Whether the deemed redemption is “not essentially equivalent to a dividend” with respect to a U.S. holder will depend on such holder’s particular circumstances. In order for the deemed redemption to be “not essentially equivalent to a dividend,” the reduction must result in a “meaningful reduction” in the U.S. holder’s deemed percentage ownership of Equity common stock. The IRS has indicated that a minority shareholder in a publicly traded corporation whose relative stock interest is minimal and who exercises no control with respect to corporate affairs is considered to have a meaningful reduction if that shareholder has any reduction in his or her percentage stock ownership under the foregoing analysis.

These rules are complex and dependent upon the specific facts of a particular U.S. holder. Consequently, Equity and ASB urge each U.S. holder to consult such holder’s tax advisor as to the application of these rules to the particular facts relevant to such holder.

Dissenters. Upon the proper exercise of dissenters’ rights, a U.S. holder will exchange all of the shares of ASB common stock actually owned by such holder solely for cash and will recognize gain or loss equal to the difference between the amount of cash received, and such holder’s tax basis in the shares of ASB common stock surrendered. The gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period with respect to the ASB common stock surrendered is more than one year. The deductibility of capital losses is subject

to limitations. In some cases, if the U.S. holder owns shares of Equity common stock actually or constructively after the integrated mergers, the cash received could be treated as a dividend, in which case such holder may recognize dividend income up to the amount of cash received. Because the possibility of dividend treatment depends upon each U.S. holder’s particular circumstances, including the application of constructive ownership rules, U.S. holders of ASB common stock are urged to consult their tax advisors regarding the application of the foregoing rules to their particular circumstances.

Information Reporting and Backup Withholding

Payments of cash to a U.S. holder pursuant to the integrated mergers may under certain circumstances be subject to information reporting and backup withholding. Generally, backup withholding will not apply if a U.S. holder:

•

furnishes a correct taxpayer identification number to the exchange agent and certifies that such holder is not subject to backup withholding on the substitute Form W-9 or successor form included in the letter of transmittal received and otherwise complies with applicable requirements of the backup withholding rules; or

•

is otherwise exempt from backup withholding.

Any amounts withheld under the backup withholding rules are not an additional tax and will generally be allowed as a refund or credit against a U.S. holder’s U.S. federal income tax liability, provided such holder furnishes the required information to the IRS.

Reporting Requirements

A U.S. holder who receives shares of Equity common stock upon completion of the integrated mergers and who is considered a “significant holder” will be required to retain records pertaining to the integrated mergers and to file with such holder’s U.S. federal income tax return for the year in which the integrated mergers takes place a statement setting forth certain facts relating to the integrated mergers. For this purpose, a U.S. holder is a significant holder if the person owns at least 1% by vote or value of ASB’s outstanding shares or has a tax basis of $1,000,000 or more in such holder’s ASB common stock and securities. Such statement must include the U.S. holder’s tax basis in and fair market value of such holder’s ASB common stock and securities surrendered in the integrated mergers.

This discussion of certain material U.S. federal income tax consequences is for general information only and is not tax advice. It is not a complete analysis or discussion of all potential tax effects that may be important to you. Equity and ASB urge holders of ASB common stock to consult their tax advisors with respect to the application of U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules, and under the laws of any applicable state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

ASB SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERSHIP

The following table sets forth certain information regarding the beneficial ownership of ASB common stock and preferred stock as of the record date by (i) each director, the chief executive officer, the chief financial officer and the next other most-highly compensated executive officer of ASB, (ii) each person who is known by ASB to own beneficially 5% or more of the ASB common stock, and (iii) all directors and executive officers as a group. Unless otherwise indicated, based on information furnished by such shareholders, management of ASB believes that each person has sole voting and dispositive power over the shares indicated as owned by such person.


	Common Shares Beneficially					Preferred Shares Beneficially
	Owned					Owned
Name of Beneficial Owner	Number		Percentage			Number		Percentage
5% Shareholders:
Leon Borck		51,760		5.14	%		40,000		60.61	%
Max Nichols		49,911		5.04	%		20,000		30.30	%
J. Michael Vess		52,997		5.26	%		1,000		1.52	%

ASB Directors and Executive Officers:
Stanley Andeel		17,122		1.70	%		—		—
Peter Anderson		12,325		1.22	%		—		—
Leon Borck		51,760		5.14	%		40,000		60.61	%
Mark Calcara		8,216		0.82	%		—		—
Fred Grunder		21,000		2.08	%		—		—
Bradley Herter		—		—			—		—
Max Nichols		50,786		5.04	%		20,000		30.30	%
Jacob W. Roenbaugh		3,000		0.30	%		—		—
Diane Stalcup		1,100		0.11	%		—		—
Douglas Thurman		15,079		1.50	%		—		—
Gregg Howell		4,000		0.40	%		—		—
Steven Howland		—		—			—		—
Michael Neale		1,627		0.16	%		—		—
Directors and Executive Officers as a Group (13 Persons):		186,015		18.47	%		60,000		90.91	%

(1)

Except as otherwise noted, may include shares held by or with such person’s spouse and minor children; shares held by any other relative of such person who has the same home; shares held by a family trust as to which such person is a trustee with sole voting and investment power (or shared with a spouse); or shares held in an individual retirement account or pension as to which such person has pass-through voting rights and investment powers.

(2)	The percentages are based on 1,007,788 shares of ASB common stock outstanding and 66,000 shares of ASB preferred stock outstanding.

INFORMATION ABOUT ASB

ASB’s office is located at 430 E. Douglas, Wichita, Kansas 67202, and its telephone number is (800) 805-4649. Additional information about ASB and American State Bank & Trust Company may be requested from ASB. See “Where You Can Find More Information,” beginning on page 102.

Information About ASB’s Business

General. ASB’s purpose is to serve as the bank holding company for American State Bank & Trust Company and it does not, as an entity, engage in separate business activities of a material nature apart from the activities it performs for American State Bank & Trust Company. Its primary activities are to provide assistance in the management and coordination of financial resources of American State Bank & Trust Company. ASB’s principal asset is the outstanding capital stock of American State Bank & Trust Company. ASB derives its revenues primarily from the operations of American State Bank & Trust Company in the form of dividends received from American State Bank & Trust Company. As a bank holding company, ASB is subject to supervision and regulation by the Federal Reserve, in accordance with the requirements set forth in the BHC Act, and by the rules and regulations issued by the Federal Reserve.

American State Bank & Trust Company is a Kansas state-chartered bank and its state regulator is the OSBC and its primary federal regulator is the Federal Reserve. American State Bank & Trust Company conducts banking business through its main office in Wichita, Kansas and sixteen branch offices in Kansas.

Products and Services. American State Bank & Trust Company is a traditional commercial bank offering a variety of consumer and commercial banking services. American State Bank & Trust Company offers a range of lending services, including commercial loans to small and mid-sized businesses throughout Kansas, and consumer loans to individuals. Real estate loans offered by American State Bank & Trust Company are primarily secured by first real estate mortgages on the subject collateral. A small portion of the commercial loans offered include loans to small and mid-sized businesses for the purpose of purchasing equipment, inventory, and facilities or for working capital. Consumer loans offered by American State Bank & Trust Company include loans for the purpose of purchasing automobiles and providing a home equity line of credit.

American State Bank & Trust Company offers depository services and various checking account services. American State Bank & Trust Company also offers debit card services, wire transfer services, cashier’s checks, internet banking, direct deposit and automatic transfers between accounts.

Competition. The table below lists American State Bank & Trust Company’s deposit market share as of June 30, 2020 (the most recent date as of which the relevant data is available from the FDIC), for the Wichita banking market.


Market Area	Market Rank		Office Count		Deposits In Market (in thousands)		Market Share (%)
Wichita, KS MSA		14		4	$	199,240		1.03	%

Each activity in which American State Bank & Trust Company is engaged involves competition with other banks, as well as with nonbanking financial institutions and nonfinancial enterprises. In addition to competing with other commercial banks within and outside its primary service area, American State Bank & Trust Company

competes with other financial institutions engaged in the business of making loans or accepting deposits, such as savings and loan associations, credit unions, industrial loan associations, insurance companies, small loan companies, financial companies, mortgage companies, real estate investment trusts, certain governmental agencies, credit card organizations and other enterprises. Banks and other financial institutions with which American State Bank & Trust Company competes may have capital resources and legal loan limits substantially higher than those maintained by American State Bank & Trust Company.

Employees. As of April 30, 2021, American State Bank & Trust Company had 127 full-time employees and 7 part-time employees, none of whom are covered by a collective bargaining agreement.

Information About ASB’s Properties

American State Bank & Trust Company owns properties located at:

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413 Washington, Clyde, KS 66938;

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302 W. 6th, Concordia, KS 66901;

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1404 28th, Belleville, KS 66935;

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1321 Main, Great Bend, KS 67530 (see note below);

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725 McKinley, Great Bend, KS 67530;

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320 Broadway, Larned, KS 67550;

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234 Main, Macksville, KS 67557;

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216 N. Main, St. John, KS 67576;

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1901 E. Mary, Garden City, KS 67846;

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1317-1319 Main, Great Bend, KS 67530;

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107 N. Rose Hill Road, Rose Hill, KS 67133;

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133 E. 7th Avenue, Augusta, KS 67010;

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2110 N. Webb Road, Wichita, KS 67206;

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3313 N. Ridge Road, Wichita, KS 67205;

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101-105 S. Rose Hill Road, Rose Hill, KS 67133;

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401 N. Henderson, Holcomb, KS 67851; and

•

317 S. Santa Fe, Salina, KS 67401.

American State Bank & Trust Company leases property at:

•

1661 S. Ohio, Suite D, Salina, KS;

•

430 E. Douglas, Wichita, KS;

•

a portion of the building located at 1321 Main Street, Great Bend, KS; and

•

7001 N. Locust St, Ste B-205, Gladstone, MO.

ASB’s principal offices are located at 430 E. Douglas, Wichita, KS 67202.

Legal Proceedings

Various legal claims arise from time to time in the normal course of business. ASB’s management does not believe that any currently pending legal proceeding is material to ASB.

DESCRIPTION OF CAPITAL STOCK OF EQUITY

As a result of the merger, ASB common shareholders who receive shares of Equity common stock in the merger will become shareholders of Equity. Your rights as a shareholder of Equity will be governed by Kansas law and the Equity articles and the Equity bylaws. The following briefly summarizes the material terms of Equity common stock. This discussion does not purport to be a complete description of these rights and may not contain all of the information regarding Equity’s capital stock that is important to you. These rights can be determined in full only by reference to federal and state banking laws and regulations and the Equity articles and Equity bylaws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part, and applicable law, which you are urged to read. Copies of Equity’s governing documents have been filed with the SEC. To find out where copies of these documents can be obtained, as well as the copies of ASB’s governing documents, see “Where You Can Find More Information.”

Overview

Equity’s authorized capital stock consists of 50,000,000 shares of common stock, par value of $0.01 per share, of which 45,000,000 are designated as Equity common stock and 5,000,000 are designated as Class B common stock, and 10,000,000 shares of preferred stock. As of the date of this proxy statement/prospectus, no shares of preferred stock are outstanding.

As of [ ], 2021, there were [ ] shares of Equity common stock issued and outstanding and no shares of Equity’s Class B common stock issued and outstanding. All issued and outstanding shares at that date were, and the shares of Equity common stock to be issued upon completion of this offering will be, fully paid and nonassessable. Immediately following the completion of the merger, Equity expects to have approximately [ ] shares of Equity common stock outstanding and no shares of Class B common stock outstanding. Also, as of [ ], options to purchase [ ] shares of Equity common stock held by Equity’s employees, officers and directors under Equity’s Amended and Restated 2013 Stock Incentive Plan were outstanding.

Equity Common Stock

Class A common stock

Voting Rights. Each holder of Equity common stock is entitled to one vote for each share of Equity common stock held on all matters to be voted on by Equity’s shareholders. Holders of Equity common stock elect Equity Board and act on other matters as are required to be presented to them under Kansas law or as are otherwise presented to them by the board of directors. Each holder of Equity common stock is entitled to one vote per share and does not have any right to cumulate votes in the election of directors. If Equity issues preferred stock, holders of Equity’s preferred stock may also possess voting rights. When a quorum is present at any meeting, the vote of the holders of a majority of Equity common stock present in person or by proxy will decide any matter before such meeting, unless the matter is one requiring a different vote by applicable law or the Equity articles.

Dividends. To the extent permitted under the K.S.A. and subject to the rights of holders of any outstanding shares of Equity’s preferred stock, holders of Equity common stock are entitled to participate ratably on a per share basis with holders of Equity’s Class B common stock in the payment of dividends, when, as and if declared thereon by the Equity Board. For a discussion of Equity’s dividend policy and dividend history, see “Equity Dividend Policy.” If Equity issues preferred stock, the holders of the preferred stock may have a priority over the holders of Equity’s common stock with respect to dividends.

Liquidation Rights. Subject to the provisions of any outstanding series of preferred stock and after payment of all of Equity’s debts and other liabilities, the holders of Equity common stock are entitled to participate ratably on a per share basis in all distributions to the holders of Equity’s common stock in any liquidation, dissolution or winding up of Equity.

Preemptive Rights; Other. Holders of Equity common stock are not entitled to preemptive rights with respect to any shares that may be issued. The Equity common stock is not entitled to the benefits of any redemption or sinking fund provision.

Class B Common Stock

Voting Rights. The holders of Class B common stock have no voting rights except as may be provided for under Kansas law.

Dividends. To the extent permitted under the K.S.