EQUITY BANCSHARES, INC. | 8-K July 2, 2025
Company Overview
Equity Bancshares, Inc., incorporated in Kansas and trading as EQBK on the New York Stock Exchange, operates primarily in the banking sector through its subsidiary, Equity Bank. Following a significant merger with NBC Corp. of Oklahoma, the company issued shares to former NBC shareholders and integrated key personnel into its leadership team, including appointing C. Kendric Fergeson, formerly NBC’s Chairman and CEO, to its board of directors.
Latest SEC Filings
July 2, 2025 Current Report (8-K)
Read the Full Filing: 0001193125-25-156606
Equity Bancshares, Inc., on July 2, 2025, filed a Form 8-K with the U.S. Securities and Exchange Commission (SEC) to report significant corporate developments following its merger with NBC Corp. of Oklahoma. The company is incorporated in Kansas and has its headquarters at 7701 East Kellogg Drive, Suite 300, Wichita, KS, reachable by phone at 316-612-6000.
The filing provides details about the completion of the merger and subsequent agreements. Specifically, Equity Bancshares entered into a Registration Rights Agreement with former shareholders of NBC Corp., committing to use commercially reasonable efforts to file and expedite the effectiveness of a registration statement for shares issued as part of the merger consideration under Rule 415 of the Securities Act.
Additionally, pursuant to the merger agreement, the company issued 1,729,783 shares of its Class A common stock to former NBC shareholders, relying on an exemption from registration requirements provided by Section 4(a)(2) of the Securities Act.
In connection with the merger's closing, C. Kendric Fergeson, previously Chairman and CEO of NBC Corp., was appointed to Equity Bancshares' board of directors and its subsidiary, Equity Bank, effective July 3, 2025. Mr. Fergeson will participate in standard compensation arrangements for non-employee directors as outlined in the company's definitive proxy statement filed on March 13, 2025, and will join the Risk Committee. There are no additional compensatory arrangements or related party transactions involving Mr. Fergeson that would require reporting under Item 404(a) of Regulation S-K.
The filing also references exhibits including the Agreement and Plan of Reorganization dated April 2, 2025, and the Registration Rights Agreement dated July 2, 2025, both incorporated by reference to previous filings with the SEC. Certain schedules and exhibits have been omitted but are available upon request from the SEC.
Registration Rights Agreement (Exhibit 10.1)
Read the Full Exhibit: Exhibit 10.1
The Registration Rights Agreement dated July 2, 2025, involves Equity Bancshares, Inc., an equity holder in NBC Corp. of Oklahoma, a registered bank holding company under the Bank Holding Company Act of 1956. This agreement is part of a broader Reorganization and Plan of Reorganization Agreement from April 2, 2025, which outlines the merger of Merger Sub into NBC, with NBC becoming a wholly-owned subsidiary of Equity Bancshares, Inc., and the conversion of NBC common stock into shares of Equity Bancshares, Inc.'s Class A Common Stock. The agreement grants certain registration rights to holders of Registrable Securities.
Under Article I, titled "Resale Shelf Registration," Equity Bancshares, Inc. commits to using commercially reasonable efforts to prepare and file a Resale Shelf Registration Statement under Rule 415 of the Securities Act for the resale or distribution by holders on a delayed or continuous basis. The company will ensure this statement remains effective throughout the Effectiveness Period unless no Registrable Securities remain. If any registration ceases to be effective, the company must promptly re-establish its effectiveness and amend it as necessary. Additionally, if an underwritten offering is desired by the holders, they may notify the company, provided certain conditions are met, such as minimum gross proceeds or blackout periods.
Article II outlines additional provisions regarding registration rights, detailing procedures for registration, including filing with the SEC, amending registration statements, and cooperating with due diligence reviews. The agreement also allows Equity Bancshares to suspend registrations under specific circumstances, like adverse disclosures or significant corporate events. Documentation requirements include providing specific documents to underwriters, such as customary letters from legal counsel and independent certified public accountants.
The company is required to make commercially reasonable efforts to list registrable securities on any exchange where the common stock is listed. A transfer agent and registrar must be provided for all registrable securities by the effective date of the registration statement. During due diligence, financial records, corporate documents, and properties must be made available to holders, underwriters, counsel, or accountants, with confidentiality required unless disclosure is mandated by law.
The company must cooperate with holders and underwriters regarding filings with FINRA and notify them of key events related to the registration statement's status. If certain events occur, holders must discontinue disposition of securities until further notice or resumption is communicated by the company. The company can defer registrations or suspend offerings under specific conditions, such as adverse disclosures or material transactions, with appropriate notification to holders.
Registration expenses are borne by the company, while selling expenses related to securities registered on behalf of holders are covered by those holders. Holders must provide necessary information for registration and cooperate in preparing registration statements and prospectuses. The company agrees to make public information available and furnish compliance statements regarding restricted securities to holders upon request under Rule 144 reporting.
Holders owning significant shares agree not to sell or dispose of common stock during specified periods post-offering, with certain exceptions for sales included in the offering. The company indemnifies holders against losses arising from untrue statements or omissions in registration documents, subject to conditions and limitations. Conversely, holders indemnify the Company under similar circumstances.
Indemnified parties must promptly notify indemnifying parties of claims or proceedings seeking indemnity, with rights for the indemnifying party to assume defense. If indemnification is unavailable, contributing parties will share costs based on relative fault and equitable considerations. The agreement terminates when holders no longer possess registrable securities or when securities become eligible for unrestricted sale under Rule 144.
Rights and duties under the agreement are non-transferable without consent but extend to successors and permitted assigns. Notices must be given in writing through specified methods, with addresses provided for both the company and holders. The agreement is governed by Kansas law, excluding choice of law principles that might apply other jurisdictions. Parties agree to exclusive jurisdiction in Kansas courts and waive jury trials for disputes arising from the agreement.
Parties acknowledge potential irreparable harm from breaches and agree to seek injunctions or specific performance as remedies. If any provision is deemed invalid, other provisions remain effective, with parties agreeing to modify the agreement to reflect original intent as closely as possible. This document supersedes all prior agreements related to its subject matter and does not confer rights or obligations on third parties.
Headings are for convenience, and terms defined apply in singular and plural forms. References to "dollars" mean U.S. currency. Fees and costs incurred by each party related to the agreement are their responsibility unless specified otherwise. Amendments or modifications require written consent from all parties, ensuring mutual agreement on changes.
Referenced SEC Filings
April 2, 2025 Current Report (8-K): 0001193125-25-071450
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