DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

Equity Bancshares, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

7701 East Kellogg Drive, Suite 850

Wichita, Kansas 67207

March 13, 2025

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Equity Bancshares, Inc.:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Equity Bancshares, Inc. (the “Company”) will be held on April 22, 2025 at 4:00 p.m., Central Time, at Wichita Country Club, 8501 E. 13th Street North, Wichita, Kansas 67206. The Annual Meeting is being held for the following purposes:

1.	to approve an amendment (the “Amendment”) to the Company’s Second Amended and Restated Articles of Incorporation to phase out the classified structure of the Company’s Board of Directors;

to elect four Class I directors to the Company’s Board of Directors to serve (a) if the Amendment is approved, for a one-year term ending at the Company’s 2026 Annual Meeting of Stockholders, or (b) if the Amendment is not approved, for a three-year term ending at the Company’s 2028 Annual Meeting of Stockholders, and in each case, until their successor is duly elected and qualified or until their earlier death, resignation or removal;

3.	to vote on a non-binding, advisory resolution to approve the compensation paid to our named executive officers for the fiscal year ended December 31, 2024, as described within this Proxy Statement (commonly referred to as a “say on pay” vote);

4.	to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and

5.	to transact such other business as may properly come before the meeting and any adjournment(s) or postponement(s) thereof.

These proposals are described in the accompanying proxy statement. The Board of Directors has fixed the close of business on February 28, 2025, as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. The stock transfer books will not be closed. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at the Company’s principal executive offices for ten days prior to the Annual Meeting and during the Annual Meeting.

You are cordially invited to attend the Annual Meeting; however, whether or not you expect to attend in person, you are urged to submit your proxy so that your shares of stock may be represented and voted in accordance with your preferences and in order to help establish the presence of a quorum at the Annual Meeting.

We have adopted rules promulgated by the Securities and Exchange Commission that allow companies to furnish proxy materials to their stockholders over the Internet. On or about March 13, 2025, we mailed a Notice of Internet Availability of Proxy Materials to all stockholders of record at the close of business on the Record Date, containing instructions on how to access our proxy materials and how to vote your shares, as well as instructions on how to request a paper copy of our proxy materials.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on April 22, 2025. Our proxy materials, including our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2024, are available at investor.equitybank.com.

By Order of the Board of Directors,

LOGO

Brad S. Elliott

Chairman and Chief Executive Officer

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, please read this proxy statement and the voting instructions in the Notice of Internet Availability of Proxy Materials. Then please vote over the Internet or, if you received or requested a paper proxy card in the mail, by completing, signing, dating and mailing the completed proxy card to us. The instructions in the Notice of Internet Availability of Proxy Materials or your proxy card describe how to use these convenient services.

TABLE OF CONTENTS


ABOUT THE ANNUAL MEETING			2

ITEM 1. APPROVAL OF THE AMENDMENT TO THE COMPANY’S SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PHASE OUT THE CLASSIFIED STRUCTURE OF THE COMPANY’S BOARD OF DIRECTORS			8

ITEM 2. ELECTION OF DIRECTORS			10
Classification of the Company’s Directors			10
Election Procedures; Term of Office			10
Nominees for Election			10
Vote Required			12
Recommendation of the Board			12

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Equity Bancshares Inc.