Equity Bancshares提交与Lincoln Bancorp合并的初步S-4注册声明，交易仍待股东及监管批准

Table of Contents

As filed with the Securities and Exchange Commission on October 2, 2026

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)

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:

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 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 È 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) ☐

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 THAT 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.

Table of Contents

THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL 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 OCTOBER 2, 2026

PROXY STATEMENT/PROSPECTUS

Prospectus of Equity Bancshares, Inc.
		Proxy Statement of Lincoln Bancorp

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

To the Shareholders of Lincoln Bancorp:

On September 2, 2026, Equity Bancshares, Inc., a Kansas corporation (which we refer to in this proxy statement/prospectus as “Equity”), Penny Merger Sub, Inc., an Iowa corporation and wholly owned subsidiary of Equity (which we refer to in this proxy statement/prospectus as “Merger Sub”), and Lincoln Bancorp, an Iowa corporation (which we refer to in this proxy statement/prospectus as “Lincoln”), entered into an Agreement and Plan of Reorganization (which we refer to in this proxy statement/prospectus as the “merger agreement”). Subject to the terms and conditions of the merger agreement, Merger Sub will merge with and into Lincoln (the “merger”), with Lincoln continuing as the surviving entity and a wholly owned subsidiary of Equity. Immediately following, and in connection with, the merger, Equity will cause Lincoln to be merged with and into Equity, with Equity surviving the merger (which we refer to in this proxy statement/prospectus as the “second merger”). Following the second merger, or at such later time as Equity may determine, Lincoln Savings Bank, an Iowa state-chartered bank and wholly owned subsidiary of Lincoln (which we refer to in this proxy statement/prospectus as “Lincoln Bank”), will merge with and into Equity Bank, a Kansas state-chartered bank and wholly owned subsidiary of Equity, with Equity Bank surviving (which we refer to in this proxy statement/prospectus as the “bank merger”).

Subject to the terms and conditions set forth in the merger agreement, at the effective time of the merger (which we refer to in this proxy statement/prospectus as the “effective time”), each share of Class A common stock, par value $0.01 per share, of Lincoln (which we refer to in this proxy statement/prospectus as “Lincoln Class A Stock”), and Class B common stock, par value $0.01 per share, of Lincoln (which we refer to in this proxy statement/prospectus as “Lincoln Class B Stock” and together with the Lincoln Class A Stock, the “Lincoln Stock”), that is issued and outstanding immediately prior to the effective time (other than treasury shares and shares that have exercised appraisal rights) will be converted into the right to receive, at the option of each Lincoln shareholder, one of the following: (i) shares of class A common stock, par value $0.01, of Equity (which we refer to in this proxy statement/prospectus as the “Equity common stock”) equal to the Per Share Stock Amount as defined in the merger agreement (which we refer to in this proxy statement/prospectus as the “per share stock consideration”), (ii) an amount of cash equal to the Per Share Cash Amount as defined in the merger agreement (which we refer to in this proxy statement/prospectus as the “per share cash consideration”), or (iii) for each share of Lincoln Stock with respect to which no election has been made, the right to receive the per share stock consideration or the per share cash consideration will be determined in accordance with the merger agreement. The merger consideration is subject to reduction in the event that (a) Lincoln does not deliver a minimum of $115,552,000 of consolidated capital, surplus and retained earnings accounts less all intangible assets, excluding certain Lincoln merger costs and Lincoln credit costs as described in the merger agreement, (b) the Lincoln merger costs exceed $15,200,000, or (c) certain identified credit costs not being resolved prior to closing. The merger consideration is also subject to increase by $750,000 if specified conditions relating to the

Table of Contents

wind-down of Lincoln’s banking-as-a-service platform are satisfied on or before the earlier of ten (10) business days prior to the closing date or December 31, 2026. The merger agreement has proration procedures designed to result in the total merger consideration being 77.5% Equity Class A common stock and 22.5% cash; provided that the Equity may, in its sole discretion, increase the cash component of the merger consideration by proportionately increasing the Total Cash Amount (as defined in the merger agreement) and decreasing the Total Stock Amount (as defined in the merger agreement) in the event the Total Cash Amount is oversubscribed; provided that such additional cash amount shall not prevent or impede the merger from qualifying as a reorganization as described in Section 368 of the Internal Revenue Code of 1986, as amended.

The Equity common stock is listed on the New York Stock Exchange (the “NYSE”) 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 the effective time will not be known at the time the Lincoln shareholders vote on the merger. Based on an agreed Equity stock price of $48.49 for Equity common stock, the per share stock consideration will be equal to the Adjusted Value Per Share (as defined in the merger agreement) divided by $48.49. The total merger consideration consists of a Total Stock Amount of $91,727,028 (based on the agreed Equity stock price) and a Total Cash Amount of up to $29,455,513, resulting in aggregate merger consideration of approximately $121,182,541, subject to adjustment in accordance with the merger agreement. The market value of the shares of Equity common stock to be received by Lincoln shareholders who elect to receive stock consideration will depend on the market price of Equity common stock at the effective time, which may be higher or lower than the agreed Equity stock price of $48.49.

As of [ ], Lincoln’s shareholders’ equity was approximately $[ ]. Lincoln estimates that it will earn approximately $[ ] prior to the anticipated closing of the merger. Lincoln estimates that the Lincoln merger costs will be approximately $[ ], and Lincoln believes it will be able to resolve the identified credits prior to closing. Based on the foregoing estimates, Lincoln expects that the Lincoln shareholders will receive the per share cash consideration and/or the per share stock consideration as determined in accordance with the merger agreement.

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

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

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

This proxy statement/prospectus describes the Lincoln 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 31, for a discussion of the risks relating to the merger. You also can obtain information about Equity from documents that it has filed with the Securities and Exchange Commission (which we refer to in this proxy statement/prospectus as the “SEC”).

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 Lincoln, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [ ], 2026, and it is first being mailed or otherwise delivered to the shareholders of Lincoln on or about [ ], 2026.

Table of Contents

LINCOLN BANCORP

508 Main Street

Reinbeck, Iowa 50669

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that a special meeting of the shareholders (the “Lincoln special meeting”) of Lincoln Bancorp (“Lincoln”) will be held on [ ] 2026, at [ ] a.m., local time, at 508 Main Street, Reinbeck, Iowa 50669, and also virtually via live webcast, to consider and vote upon the following matters:

Only Lincoln shareholders of record at the close of business on [ ] are entitled to notice of, and to vote at, the Lincoln special meeting, or any adjournment or postponement thereof. Although holders of Lincoln Class B Stock generally do not have voting rights under Lincoln’s articles of incorporation, Iowa law requires that such holders vote separately on the Lincoln Merger Proposal, in addition to the vote of the holders of Lincoln Class A Stock. Accordingly, approval of the Lincoln Merger Proposal requires (i) the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Lincoln Class A Stock, voting together as a voting group, and (ii) the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Lincoln Class B Stock, voting separately as a voting group. The Lincoln Adjournment Proposal will be approved if the votes cast by holders of Lincoln Class A Stock in favor of the proposal exceed the votes cast by holders of Lincoln Class A Stock against the proposal.

If you are unable to attend the special meeting in person, you will be able to virtually attend and participate in the special meeting online and vote your shares electronically by visiting: [ ] and entering the control number printed on your proxy card.

Lincoln’s board of directors has unanimously 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 Lincoln and holders of Lincoln shares, and unanimously recommends that Lincoln shareholders vote “FOR” the Lincoln Merger Proposal and “FOR” the Lincoln Adjournment Proposal.

Table of Contents

Your vote is very important. Equity and Lincoln cannot complete the merger unless Lincoln’s shareholders approve the Lincoln Merger Proposal. Regardless of whether you plan to attend the Lincoln special meeting, please vote as soon as possible.

You may vote either by mail, online, in person, or if attending virtually, electronically, at the special meeting. To vote by mail, complete and sign the enclosed proxy card and return it in the enclosed envelope. If you would like to vote online, please follow the instructions included on your proxy card. If you want to vote in person, or, if attending virtually, electronically, during the special meeting, you may do so by attending the special meeting in person (or online), as described in this proxy statement/prospectus. Even if you plan to attend the special meeting, whether in person or virtually, you are encouraged to complete, sign, and return your proxy form or vote online in advance in case your plans change.

If you indicate on your proxy card how you would like your shares to be voted, your shares will be voted in accordance with your instructions. If you sign and return your proxy card but do not provide voting instructions, the shares represented by your proxy will be voted “FOR” the Lincoln Merger Proposal and “FOR” the Lincoln Adjournment Proposal.

If you hold your shares in the Lincoln Bancorp Employee Stock Ownership Plan (which we refer to in this proxy statement/prospectus as the “Lincoln ESOP”, you should instruct the plan trustee how to vote in accordance with the voting instructions form you receive with this proxy statement/prospectus.

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

Reinbeck, Iowa

[ ], 2026

Table of Contents

ADDITIONAL INFORMATION

This proxy statement/prospectus references important business and financial information about Equity and Lincoln 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 Securities and Exchange Commission’s (which we refer to in this proxy statement/prospectus as the “SEC”) 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 Lincoln:

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 [ ], 2026.

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Equity (File No. 333-  ), constitutes a prospectus of Equity under Section 5 of the Securities Act of 1933, as amended (which we refer to in this proxy statement/prospectus as the “Securities Act”), with respect to the shares of Equity common stock to be issued to Lincoln shareholders pursuant to the terms of the merger agreement. This document also constitutes a proxy statement for Lincoln. It also constitutes a notice of special meeting with respect to the Lincoln 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 [ ], 2026, 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 Lincoln 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 Lincoln has been provided by Lincoln.

For more details, see the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 1.

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

QUESTIONS AND ANSWERS

The following are some questions that you, as a Lincoln shareholder, may have about the merger and the Lincoln 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 Lincoln special meeting or the proposals presented at that meeting. Additional important information is also contained in the Annex es 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” 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 (which Equity and Lincoln refer to in this proxy statement/prospectus as “Equity Bank”). Additionally, unless the context otherwise requires, references in this proxy statement/ prospectus to “Lincoln” refer to Lincoln Bancorp, an Iowa corporation, and its affiliates, including Lincoln Savings Bank, an Iowa state bank and a wholly owned subsidiary of Lincoln (which Equity and Lincoln refer to in this proxy statement/prospectus as “Lincoln Bank”).

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 Lincoln Merger Proposal is approved.

Lincoln has called a special meeting of its shareholders to approve the Lincoln Merger Proposal, referred to herein as the “Lincoln special meeting”. This document serves as a proxy statement for the Lincoln special meeting and describes the proposals to be presented at the Lincoln special meeting. It also constitutes a notice of special meeting with respect to the Lincoln special meeting.

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

This proxy statement/prospectus contains important information about the Lincoln Merger Proposal and the other proposals being voted on at the Lincoln 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 voted by proxy without attending the Lincoln special meeting. Your vote is important, and Equity and Lincoln encourage you to submit your proxy as soon as possible.

1

Table of Contents

(i) the number of shares of Equity common stock (which we refer to in this proxy statement/prospectus as the “per share stock consideration”) equal to the quotient of (A)(1) the merger consideration, divided by (2) the sum of (x) number of shares of Lincoln Stock and (y) number of the Lincoln RSUs, in each case, outstanding immediately prior to the effective time, except for the canceled shares (which we refer to in this proxy statement/prospectus as the “Adjusted Value Per Share”) divided by (B) $48.49 (which we refer to in this proxy statement/prospectus as the “Agreed EQBK Stock Price”,

or (ii) an amount in cash (which we refer to in this proxy statement/prospectus as the “per share cash consideration”) equal to the Adjusted Value Per Share,

in each case subject to a possible downward adjustment based upon Lincoln’s adjusted equity, Lincoln’s actual merger costs, and Lincoln’s actual credit costs as of the calculation date. The total stock consideration payable in the merger is $91,727,028 and the total cash consideration payable in the merger is up to $29,455,513, in each case subject to adjustment in accordance with the merger agreement. For a discussion of the possible downward adjustment to the merger consideration and the calculation of Lincoln’s adjusted equity, see “Questions and Answers—Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?” beginning on page 1 and “The Merger Agreement—Merger Consideration” beginning on page 56.

Equity will not issue any fractional shares of Equity common stock in the merger. Holders of Lincoln Stock 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 such fraction of a share, an amount in cash (rounded to the nearest cent), determined by multiplying the fractional share by the closing price of Equity common stock as of the calculation date.

As a result of the foregoing, based on the number of shares of Equity common stock and Lincoln Stock outstanding as of June 30, 2026, the last date before the finalization of this proxy statement/prospectus for which it was practicable to obtain this information, approximately 90.8% 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 9.2% of outstanding Equity common stock following the merger will be held by shareholders who were holders of Lincoln Stock immediately prior to the effectiveness of the merger.

2

Table of Contents

The closing price of Equity common stock was $49.57 for on the NYSE on September 2, 2026, the last trading day before public announcement of the merger and the closing price of Equity common stock was $[ ] on the NYSE on [ ], 2026, the latest practicable trading day before the printing of this proxy statement/prospectus. As part of the negotiations between Equity and Lincoln, the parties agreed to a price of $48.49 per share of Equity common stock. We urge you to obtain current market quotations for Equity common stock (trading symbol “EQBK”).

The merger consideration payable is subject to a downward adjustment under certain circumstances. For a discussion of the possible downward adjustment to the merger consideration, see “Questions and Answers—What is a downward adjustment?” beginning below and “The Merger Agreement—Merger Consideration” beginning on page 56.

3

Table of Contents

The following table presents the effect of the Lincoln adjusted shareholders’ equity on the per share consideration to be received by the Lincoln shareholders. As of [ ], 2026, the most recent practicable date before the initial filing of this proxy statement/prospectus, Lincoln estimated that the Lincoln adjusted shareholder’s equity would be approximately $[ ]. The table reflects the impact of Lincoln’s adjusted shareholders equity being less than $115,552,000 by up to $2,000,000 in increments of $500,000. 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—Lincoln’s adjusted shareholders’ equity or other conditions could result in a reduction of the aggregate merger consideration that Lincoln shareholders would be entitled to receive.”

The following table presents the effect of the estimated Lincoln merger costs on the per share consideration to be received by the Lincoln shareholders. As of [ ], 2026, the most recent practicable date before the initial filing of this proxy statement/prospectus, Lincoln estimated that the Lincoln merger costs would be approximately [ ], reflecting no reduction in the merger consideration. The table also presents up to $800,000 of additional Lincoln merger costs in increments of $200,000. 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—Lincoln’s adjusted shareholders’ equity or other conditions could result in a reduction of the aggregate merger consideration that Lincoln shareholders would be entitled to receive” beginning on page 24.

The Lincoln merger costs are the costs and expenses that Lincoln will incur in connection with the merger that are not reflected in Lincoln’s shareholders’ equity as of the calculation date. To the extent the Lincoln merger costs exceed $15,200,000 as of the calculation date, the merger consideration will be reduced by an amount equal to such excess, net of the tax benefit attributable to such excess amount to the extend tax deductible (determined using an assumed tax rate of 21%). The Lincoln merger costs are defined in the merger agreement and include, among other costs and expenses:

4

Table of Contents

The following table presents the effect of the estimated Lincoln credit costs on the per share consideration to be received by the Lincoln shareholders. As of [ ], 2026, the most recent practicable date before the initial filing of this proxy statement/prospectus, Lincoln estimated that the Lincoln credit costs would be approximately zero, reflecting no reduction in the merger consideration. The table also presents up to $10,000,000 of Lincoln credit costs in increments of $2,500,000. 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—Lincoln’s adjusted shareholders’ equity or other conditions could result in a reduction of the aggregate merger consideration that Lincoln shareholders would be entitled to receive” beginning on page 24.

5

Table of Contents

6

Table of Contents

Abstentions by Lincoln shareholders will have the effect of a vote against the Lincoln Merger Proposal because approval of the Lincoln Merger Proposal requires the affirmative vote of shareholders holding at least a majority of the outstanding shares held by all Lincoln shareholders and the Lincoln Merger Proposal is a non-routine matter.

Because abstentions will be counted for purposes of determining the presence or absence of a quorum, and because the approval of the Lincoln Adjournment Proposal requires the affirmative vote of shareholders holding at least a majority of the outstanding Lincoln Stock held by shareholders represented at the Lincoln special meeting, abstentions will have the effect of a vote against Lincoln Adjournment Proposal.

7

Table of Contents

Proposal No. 2: Lincoln Adjournment Proposal – Approval of the Lincoln Adjournment Proposal will be approved if the votes cast by holders of Lincoln Class A Stock in favor of the proposal exceed the votes cast by holders of Lincoln Class A Stock against the proposal. If you fail to submit a proxy card or vote in person at the Lincoln special meeting, it will have no effect on the Lincoln Adjournment Proposal.

Attendance at the Lincoln 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 Lincoln special meeting.

8

Table of Contents

The U.S. federal income tax consequences described above may not apply to all holders of Lincoln Stock. Your tax consequences will depend on your individual situation. Accordingly, you are urged to consult your own tax advisors for a full understanding of the particular tax consequences of the integrated mergers to you in light of your own circumstances. For further information on the U.S. federal income tax consequences of the integrated mergers, please see “Material U.S. Federal Income Tax Consequences of the Integrated Mergers.”

9

Table of Contents

10

Table of Contents

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 150. 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 70)

Equity Bancshares, Inc.

7701 East Kellogg Drive, Suite 300

Wichita, Kansas 67207

(316) 612-6000

Equity is a Kansas corporation and financial 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 82 full-service banking sites located in Arkansas, Iowa, Kansas, Missouri, Nebraska and Oklahoma. As of June 30, 2026, Equity had consolidated total assets of $7.73 billion, total loans held for investment of $5.34 billion (net of allowances), total deposits of $6.30 billion and total stockholders’ equity of $827.3 million. Equity’s stock is traded on the NYSE under the symbol “EQBK”.

Equity Bank is a Kansas state-chartered bank and a member of the Federal Reserve System 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”). Equity Bank’s deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”). Equity Bank conducts a complete range of commercial and personal banking activities. Equity Bank operates a total of 82 branches, consisting of 8 branches in the Wichita, Kansas metropolitan area, 7 branches in the Kansas City metropolitan area, 2 branches in Topeka, Kansas, 17 branches in Western Missouri, 13 branches in Western Kansas, 5 branches in Southeast Kansas, 7 branches in Southwest Kansas, 5 branches in Northern Arkansas, 1 branch in the Tulsa, Oklahoma metropolitan area, 4 branches in Northern Oklahoma, 9 branches in Western Oklahoma, and 5 branches in Nebraska.

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 150.

Lincoln Bancorp

508 Main Street

Reinbeck, Iowa 50669

(319) 788-6441

Lincoln is an Iowa corporation and a bank holding company headquartered in Reinbeck, Iowa. Lincoln owns all of the issued and outstanding shares of common stock of Lincoln Bank. As of June 30, 2026, Lincoln had total assets of approximately $1.7 billion, total loans of $1.2 billion (net of allowances), total deposits of $1.5 billion and total shareholders’ equity of $137.6 million. Lincoln does not file periodic reports with the SEC.

Lincoln Bank is an Iowa state-chartered bank that is supervised and regulated by the FDIC and the Iowa Division of Banking, and its deposits are insured by the FDIC. Lincoln Bank provides a comprehensive range of

11

Table of Contents

commercial banking products and services through its 16 branch offices in 16 communities located primarily in northeast and central Iowa.

Lincoln’s principal office is located at 508 Main Street, Reinbeck, Iowa 50669, and its telephone number is (319) 788-6441. For additional information about Lincoln and Lincoln Bank, see the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 150.

Lincoln will hold the Lincoln Special Meeting on [ ], 2026 (page 31)

The Lincoln special meeting will be held on [ ], 2026, at [ ] a.m., local time, at 508 Main Street, Reinbeck, Iowa 50669 and also virtually via live webcast. At the Lincoln special meeting, holders of Lincoln Class A Stock, and holders of Lincoln Class B Stock, voting as a separate class, will be asked to approve the Lincoln Merger Proposal and to approve the Lincoln Adjournment Proposal, if necessary.

If unable to attend the attend the special meeting in person, a shareholder may be able to virtually attend and participate in the special meeting. To virtually attend the Lincoln special meeting, vote and submit questions during the meeting, a shareholder must go to: [ ] and enter the control number printed on their proxy card.

Only shareholders of record of Lincoln at the close of business on [ ], 2026, the Lincoln record date, will be entitled to notice of, and to vote at, the Lincoln special meeting, or any adjournment or postponement thereof. Although holders of Lincoln Class B Stock generally do not have voting rights under Lincoln’s articles of incorporation, Iowa law requires such holders vote separately on the Lincoln Merger Proposal, in addition to the vote of the holders of Lincoln Class A Stock. Each outstanding Lincoln Class A Stock is entitled to one vote on each proposal to be considered at the Lincoln special meeting, and each outstanding Lincoln Class B Stock is entitled to one vote, as a separate class, on the Lincoln Merger Proposal. As of the Lincoln record date, the directors and executive officers of Lincoln and their affiliates beneficially owned, and were entitled to vote, in the aggregate, approximately [ ] shares of Lincoln Stock, representing approximately [ ]% of the outstanding shares of Lincoln Stock as of that date.

In connection with the execution of the merger agreement, certain shareholders and directors of Lincoln holding approximately [ ]% of the Lincoln Class A Stock outstanding and [ ]% of the Lincoln Class B Stock outstanding entered into the Lincoln voting agreement with Equity, Lincoln and Brad S. Elliott, Chairman and Chief Executive Officer of Equity, as proxy, pursuant to which such shareholders agreed to vote all of their Lincoln Stock in favor of the Lincoln Merger Proposal and the transactions contemplated by the merger agreement. For more information regarding the Lincoln voting agreement, see “The Merger Agreement—Lincoln Voting Agreement” beginning on page 69.

Lincoln Merger Proposal requires (i) the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Lincoln Class A Stock, voting together as a voting class, and (ii) the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Lincoln Class B Stock, voting separately as a voting class. If you mark “ABSTAIN” on your proxy, fail to submit a proxy card or vote in person at the Lincoln special meeting, it will have the effect of a vote against the Lincoln Merger Proposal.

The Lincoln Adjournment Proposal will be approved if the votes cast by holders of Lincoln Class A Stock in favor of the proposal exceed the votes cast by holders of Lincoln Class A Stock against the proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy card or vote in person at the Lincoln special meeting, it will have no effect on the Lincoln Adjournment Proposal

Information and applicable deadlines for voting by Lincoln ESOP participants are set forth in the instructions provided with this joint proxy statement/prospectus.

The Lincoln Board unanimously recommends that Lincoln shareholders vote “FOR” the Lincoln Merger Proposal and “FOR” the Lincoln Adjournment Proposal (page 34)

The Lincoln Board has determined that the merger, the merger agreement and the transactions contemplated

12

Table of Contents

by the merger agreement are advisable and in the best interests of Lincoln and the Lincoln shareholders and has unanimously approved the merger agreement. The Lincoln Board unanimously recommends that the Lincoln shareholders vote “FOR” the Lincoln Merger Proposal and “FOR” the Lincoln Adjournment Proposal. For the factors considered by the Lincoln Board in reaching its decision to approve the merger agreement, see “The Merger—Lincoln’s Reasons for the Merger; Recommendation of the Lincoln Board of Directors” beginning on page 39.

In connection with the execution of the merger agreement, certain shareholders and directors of Lincoln and Lincoln Bank, solely in their capacity as holders of shares of Lincoln Stock, entered into the Lincoln voting agreement with Equity, Lincoln and Brad S. Elliott, Chairman and Chief Executive Officer of Equity, as proxy, pursuant to which such holders of Lincoln Stock agreed to vote all of their shares of Lincoln Stock in favor of the Lincoln Merger Proposal at the Lincoln special meeting. Under the terms of the Lincoln voting agreement, such holders of Lincoln Stock also appointed Mr. Elliott as their proxy for voting their Lincoln Stock at the Lincoln special meeting in favor of the Lincoln Merger Proposal. For more information regarding the Lincoln voting agreement, see “The Merger Agreement—Voting Agreement” beginning on page 69.

Opinion of Lincoln’s Financial Advisor (Page 41 and Annex D)

In connection with the merger, Lincoln’s financial advisor, Stephens Inc., delivered an oral opinion on September 2, 2026, which was subsequently confirmed in a written opinion dated September 2, 2026, to the Lincoln Board as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Lincoln 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 Stephens Inc. in preparing the opinion, is attached as Annex D to this proxy statement/prospectus. The opinion was for the information of, and was directed to, the Lincoln 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 Lincoln to engage in the merger or enter into the merger agreement or constitute a recommendation to the Lincoln Board in connection with the merger, and it does not constitute a recommendation to any holder of Lincoln Stock as to how to vote in connection with the merger or any other matter. For further information, please see the section entitled “The Merger – Opinion of Lincoln’s Financial Advisor” on page 41.

In the Merger, holders of Lincoln Stock will be entitled to receive shares of Equity common stock and cash (page 56)

Equity and Lincoln are proposing a strategic merger. If the merger is completed, each share of Lincoln Stock will be converted into the right to receive (i) the per share stock consideration, or (ii) the per share cash consideration.

Equity will not issue any fractional shares of Equity common stock in the merger. Holders of Lincoln Stock 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 the closing price of Equity common stock as of the calculation date.

The Equity common stock is listed on the NYSE under the symbol “EQBK.” The market value of the shares of Equity common stock to be paid as merger consideration will fluctuate with the market price of Equity common stock and will not be known at the time the holders of Lincoln Class A Stock vote on the Lincoln Merger Proposal.

13

Table of Contents

Based on the Agreed EQBK Stock Price of $48.49 per share, each share of Lincoln Stock will be converted into the right to receive, at the election of the holder and subject to proration as described in the merger agreement, either (i) 0.3368 shares of Equity common stock or (ii) $16.33 in cash, in each case subject to a possible downward adjustment of the merger consideration as described in the merger agreement. Because the Agreed EQBK Stock Price is fixed at $48.49, the implied value of the per share stock consideration is approximately $16.33, equal to the $16.33 per share cash consideration, in each case subject to any applicable adjustment. The aggregate merger consideration is approximately $121,182,541, consisting of approximately $91,727,028 in Equity common stock and approximately $29,455,513 in cash. Because the per share stock consideration is fixed and does not fluctuate with the market price of Equity common stock, the market value of the shares of Equity common stock that Lincoln shareholders will receive in the merger will depend on the trading price of Equity common stock at the time the merger is completed, which may be higher or lower than the Agreed EQBK Stock Price of $48.49.

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.

Interests of Lincoln directors and executive officers in the Merger (page 50)

In considering the recommendation of the Lincoln Board with respect to the merger agreement, you should be aware that some of Lincoln’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of the Lincoln shareholders generally. Interests of directors and executive officers that may be different from or in addition to the interests of the Lincoln shareholders include:

14

Table of Contents

These interests are discussed in more detail in the section of this proxy statement/prospectus entitled “The Merger—Interests of Lincoln’s Directors and Executive Officers in the Merger” beginning on page 50. The Lincoln Board was aware of these interests and considered them, among other matters, in approving the merger agreement.

Regulatory approvals required for the Merger (page 54)

Subject to the terms of the merger agreement, both Lincoln 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 the Federal Reserve and the OSBC.

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

Agreement not to solicit other offers (page 67)

Lincoln has agreed that it will not, and will cause its subsidiaries not to, and will cause Lincoln’s and its subsidiaries’ respective officers, directors, employees, affiliates, 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 (other than a confidentiality agreement contemplated by the merger agreement).

Lincoln further agreed that it will, and will cause each of its officers, directors, employees, affiliates, agents and representatives to, (i) immediately cease any solicitations, discussions or negotiations with any person (other than Equity) conducted heretofore 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 its shareholders, in the event that Lincoln receives a bona fide acquisition proposal that is not received in violation of the merger agreement, Lincoln and the Lincoln 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 financing that need to be involved in such discussion if the Lincoln Board determines in good faith, after consultation with its counsel and financial advisor, that such person is reasonably likely to submit to Lincoln a superior proposal and that failure to take such action would more likely than not result in a violation of the directors’ fiduciary duties under applicable law; provided, however, that, prior to providing any nonpublic information to such

15

Table of Contents

person or participating in discussions or negotiations with such person, Lincoln shall have entered into a confidentiality agreement with such person on terms that are substantially similar to the confidentiality provisions of the Confidentiality Agreement and that any nonpublic information concerning Lincoln and its subsidiaries provided to such person, to the extent not previously provided to Equity, is promptly provided to Equity.

In connection with the receipt and negotiation of any acquisition proposal by Lincoln, Lincoln will promptly (and in any event within 48 hours) notify Equity of the receipt of any acquisition proposal, which notice shall include the material terms of and identity of the person(s) making such acquisition proposal. Subject to applicable fiduciary duty requirements, Lincoln will keep Equity reasonably informed of the status and material terms and conditions of any such acquisition proposal and of any material amendments or proposed material amendments thereto.

The Lincoln Board may, at any time prior to obtaining the approval of Lincoln Merger Proposal, (i) approve, endorse or recommend a superior proposal 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 adoption of the merger agreement (each of (i) and (ii) being referred to as a “change in recommendation”), provided that (A) prior to such change in recommendation, the Lincoln Board will determine, in good faith (after consultation with its counsel), that the failure to take such action would more likely than not result in a violation of the directors’ fiduciary duties under applicable law and (B) such change in recommendation is in connection with a superior proposal 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 pursuant to the merger agreement.

Conditions that must be satisfied or waived for the Merger to occur (page 65)

Currently, Lincoln and Equity expect to complete the merger in the fourth calendar quarter of 2026. 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 (i) subject to certain exceptions, the accuracy in all material respects of the representations and warranties of the other party, (ii) the performance in all material respects by the other party of its obligations under the merger agreement, (iii) approval of the Lincoln Merger Proposal by the holders of Lincoln Class A Stock, and the holders of Lincoln Class B Stock, each voting as a separate class, (iv) receipt of required regulatory and other third-party consents or approvals, (v) no action having been taken and the absence of any statute, rule, regulation or order prohibiting the consummation of the merger, (vi) the receipt of required closing documents from the other party, (vii) the absence of any material adverse change with respect to the other party since the date of the merger agreement, and (viii) the effectiveness of the registration statement of which this proxy statement/prospectus is a part.

Lincoln’s obligation to complete the merger is also subject to (i) the shares of Equity common stock to be issued pursuant to the merger agreement being approved for listing on the NYSE, (ii) receipt of an opinion from Alston & Bird LLP to the effect that the integrated mergers will together qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (iii) Equity obtaining a tail insurance coverage policy for a period of not less than six years after the effective time in accordance with the merger agreement.

Equity’s obligation to complete the merger is also subject to (i) receipt of releases from directors and certain officers of Lincoln and Lincoln Bank, (ii) execution and delivery of the Employment Agreements and that they are in full force and effect at the effective time, (iii) Lincoln’s adjusted shareholders equity being at least $75,000,000, (iv) receipt from Lincoln of a notice to the Internal Revenue Service (the “IRS”) conforming to the requirements of Treasury Regulation Section 1.897-2(h)(2) and 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 Certificate of

16

Table of Contents

Non-Foreign Status, (v) holders of not more than 5.0% of the outstanding shares of Lincoln Stock having demanded or being entitled to demand payment of the fair value of their shares as dissenting shareholders, and (vi) receipt of an opinion from Norton Rose Fulbright US LLP to the effect that the integrated mergers will together qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Neither Lincoln 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.

Expenses and fees

Except (i) with respect to the costs and expenses of printing and mailing the proxy statement/prospectus and all other filing and other fees paid to the SEC in connection with the merger and (ii) as otherwise provided in the merger agreement, 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 exclusion

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, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement, (b) 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 (c) 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.

Risk factors (page 24)

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 24.

Ancillary agreements

17

Table of Contents

Termination of the merger agreement (page 67)

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

18

Table of Contents

Termination fee

If the merger agreement is terminated under certain circumstances, Lincoln may be required to pay Equity a termination fee equal to $4,850,000. The termination fee is discussed in more detail in the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination Fee” beginning on page 68.

Material U.S. federal income tax consequences of the integrated mergers (page 145)

The obligations of Equity and Lincoln to complete the integrated mergers are conditioned on, among other things, the receipt by Equity and Lincoln of tax opinions from Norton Rose Fulbright US LLP and Alston & Bird LLP, 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 will together be treated as an integrated transaction that qualifies for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code.

Assuming that the integrated mergers together qualify as a “reorganization” within the meaning of Section 368(a) of the Code, it is anticipated that a holder of Lincoln Stock who exchanges Lincoln 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 his or her adjusted tax basis in the Lincoln Stock surrendered in exchange therefor (in each case excluding cash received in lieu of a fractional share of Equity common stock). A holder of Lincoln Stock who exchanges Lincoln Stock for only Equity common stock should not recognize any gain or loss on the exchange, except with respect to cash received in lieu of a fractional share of Equity common stock. A holder of Lincoln Stock who exchanges Lincoln Stock solely for cash will recognize gain or loss equal to the difference between the amount of cash received and the holder’s adjusted tax basis in the shares of Lincoln Stock exchanged.

19

Table of Contents

For further information, please see “Material U.S. Federal Income Tax Consequences of the Integrated Mergers.” The U.S. federal income tax consequences described above may not apply to all holders of Lincoln Stock. Your tax consequences will depend on your individual situation. Accordingly, you are urged to consult your own tax advisors for a full understanding of the particular tax consequences of the integrated mergers to you in light of your own circumstances.

The rights of Lincoln shareholders will change as a result of the merger (page 135)

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

20

Table of Contents

SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

The following table shows selected unaudited pro forma condensed consolidated combined financial information about the financial condition and results of operations of Equity giving effect to the merger. The selected unaudited pro forma condensed consolidated combined financial information assumes that the merger is accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of Lincoln, as of the effective time, will be recorded by Equity at their respective fair values and the excess of the merger consideration over the fair value of Lincoln’s net assets will be allocated to goodwill.

The table sets forth the information as if the merger had become effective on June 30, 2026, with respect to financial condition data, and as of the beginning of the most recently completed fiscal year, with respect to the results of operations data. The selected unaudited pro forma condensed consolidated combined financial data has been derived from and should be read in connection with the unaudited pro forma condensed consolidated combined financial information, including the notes thereto, which is included in this proxy statement/prospectus under “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.”

On January 1, 2026 Equity completed its previously announced merger with Frontier Holdings, LLC. Frontier balances and operational results are included in Equity’s statements of financial condition and results of operations for the year to date period ended June 30, 2026. Within the pro forma information for the year ended December 31, 2025, the impact of Frontier, based on final valuation marks realized and total consideration paid upon closing the transaction is included as if the transaction closed on January 1, 2025.

The selected unaudited pro forma condensed consolidated combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The selected unaudited pro forma condensed consolidated combined financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, one-time earnings impact of mergers costs and provisioning, or asset dispositions among other factors. Further, as explained in more detail in the notes accompanying the detailed unaudited pro forma condensed consolidated combined financial information included under “Unaudited Pro Forma Condensed Consolidated Combined Financial Information,” the allocation of the purchase price reflected in the selected unaudited pro forma condensed consolidated combined financial data is subject to adjustments and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed. Additionally, the final adjustments may be different from the unaudited pro forma adjustments presented in this proxy statement/prospectus.

Neither Crowe LLP (Equity’s independent registered public accounting firm) nor Wipfli LLP or Forvis Mazars, LLP (Lincoln’s independent registered public accounting firms), or any other independent accounting firm, have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the unaudited prospective financial information and, accordingly, Crowe LLP, Wipfli LLP, and Forvis Mazars, LLP do not express an opinion or any other form of assurance with respect thereto. The Crowe LLP, Wipfli LLP, and Forvis Mazars LLP reports incorporated by reference in this proxy/prospectus relate to Equity’s and Lincoln’s previously issued financial statements. Those reports do not extend to the unaudited prospective financial information and should not be read to do so.

21

Table of Contents

22

Table of Contents

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated combined financial information of Equity as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, is presented to show the impact on Equity’s historical financial position and results of operations of:

On January 1, 2026, Equity completed its previously announced merger with Frontier Holdings, LLC. Results from this acquisition are included in both the statement of condition and results of operations of Equity as of and for the period ended June 30, 2026. Within the proforma information for the year ended December 31, 2025, the impact of Frontier has been included using final valuation marks realized, merger expenses paid and total consideration paid upon closing applied consistently with the remainder of this section.

As a result of the merger, Lincoln shareholders will be entitled to receive an amount equal to (i) $91,727,028, or approximately 1,891,669 shares of Equity common stock using an agreed Equity common stock price of $48.49, and (ii) a up to $29,455,513 in cash, subject to downward adjustment and proration as described in the merger agreement. The calculation of the aggregate merger consideration assumes that no cash is paid in lieu of issuing fractional shares of Equity common stock and that no downward adjustment is made as described under the sections of this proxy statement/prospectus entitled “The Merger—Terms of the Merger” beginning on page 35 and “The Merger Agreement—Merger Consideration” beginning on page 56.

The unaudited Pro Forma Condensed Consolidated Combined Balance Sheet reflects the historical position of Equity as of June 30, 2026 and of Lincoln as of June 30, 2026, with pro forma adjustments based on the assumption that the merger was completed on June 30, 2026. The pro forma adjustments are based on the acquisition method of accounting. The unaudited Pro Forma Condensed Consolidated Combined Statements of Income assume that the merger was completed on January 1, 2025. The adjustments are based on information available and certain assumptions that Equity believes are reasonable. The pro forma does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, one-time earnings impact of mergers costs and provisioning, or asset dispositions among other factors. Any change in the fair value of the net assets of Lincoln will change the amount of the purchase price allocable to goodwill. Further, changes that would affect stockholders’ equity at Lincoln, such as net income from June 30, 2026 through the date the merger is completed, will also change the amount of goodwill recorded. In addition, the final adjustments may be different from the unaudited pro forma adjustments presented in this proxy statement/ prospectus.

The following information should be read in conjunction with and is qualified in its entirety by Equity’s consolidated financial statements and accompanying notes, which are incorporated by reference in this proxy statement/prospectus, and the consolidated financial statements and accompanying notes of Lincoln, which are included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed consolidated combined financial information is intended for informational purposes and is not necessarily indicative of the future financial position or future operating results of the combined company or of the financial position or operating results of the combined company that would have actually occurred had the merger been in effect as of the date or for the periods presented.

23

Table of Contents

Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet

As of June 30, 2026

(Dollars in thousands)

24

Table of Contents

Unaudited Pro Forma Condensed Consolidated Combined Statement of Income

For the six months Ended June 30, 2026

(Dollars in thousands, except per share amounts)

25

Table of Contents

Unaudited Pro Forma Condensed Consolidated Combined Statement of Income

For the Year Ended December 31, 2025

(Dollars in thousands, except per share amounts)

26

Table of Contents

Notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Information

(Dollars in thousands, except per share amounts)

The following pro forma adjustments have been reflected in the unaudited pro forma condensed consolidated combined financial information. All adjustments are based on current assumptions and valuations which are subject to change.

27

Table of Contents

28

Table of Contents

UNAUDITED COMPARATIVE PER SHARE DATA

Presented below for Equity and Lincoln is historical, unaudited pro forma combined and pro forma equivalent per share financial data as of and for the year ended December 31, 2025 and as of and for the six months ended June 30, 2026. The information presented below should be read together with the historical consolidated financial statements of Equity, which are incorporated by reference herein, the historical consolidated financial statements of Lincoln, which are included elsewhere in this proxy statement/prospectus, and the unaudited pro forma condensed consolidated combined financial information, including the notes thereto, which are included elsewhere in this proxy statement/prospectus. The unaudited pro forma and pro forma per equivalent share information gives effect to the merger as if (i) it had become effective on June 30, 2026 or December 31, 2025 in the case of the book value data, and as if the merger had been effective on January 1, 2025 in the case of earnings per share and cash dividends data. The unaudited pro forma data combines the historical results of Lincoln into Equity’s consolidated statement of income. While certain adjustments were made for the estimated impact of fair value adjustments and other merger-related activity, they are not indicative of what could have occurred had the mergers taken place on January 1, 2025.

The per equivalent Lincoln share data shows the effect of the merger from the perspective of an owner of Lincoln common stock. The exchange assumes that no downward adjustment of the cash consideration is made as described under the sections of this proxy statement/prospectus entitled “The Merger—Terms of the Merger” beginning on page 46 and “The Merger Agreement—Merger Consideration” beginning on page 71. Assuming the issuance of 1,891,669 shares, then, based on the closing sale price of Equity’s common stock on the NYSE on [ ], 2026, which was $[ ], the implied value of the merger consideration per share of Lincoln common stock is $[ ].

On January 1, 2026, Equity completed its previously announced merger with Frontier Holdings, LLC. Results from this acquisition are included in both the statement of condition and results of operations of Equity as of and for the period ended June 30, 2026. Within the proforma information for the year ended December 31, 2025, the impact of Frontier has been included using final valuation marks realized, merger expenses paid and total consideration paid upon closing applied consistently with the remainder of this section.

The selected unaudited pro forma adjustments are based upon available information and certain assumptions that Equity and Lincoln management believe are reasonable. The unaudited pro forma data, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of factors that may result as a consequence of the merger or consider any potential impacts of current market conditions or the merger on revenues, expense efficiencies, asset dispositions, among other factors, nor the impact of possible business model changes. As a result, unaudited pro forma data is presented for illustrative purposes only and does not represent an attempt to predict or suggest future results. Upon completion of the merger, the operating results of Lincoln will be reflected in the consolidated financial statements of Equity on a prospective basis.

29

Table of Contents

30

Table of Contents

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 29 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, 2025, as updated by a subsequently filed Form 10-Q 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.

Lincoln’s adjusted shareholders’ equity or other conditions could result in a reduction of the aggregate merger consideration that Lincoln shareholders would be entitled to receive.

The aggregate merger consideration that Lincoln shareholders would be entitled to receive in the merger will be reduced if any of the following conditions exist as of the calculation date: (i) Lincoln’s adjusted shareholders’ equity, calculated in accordance with GAAP, excluding Lincoln merger costs and actual credit costs, is less than $115,552,000, referred to herein as the minimum equity; (ii) Lincoln’s actual merger costs exceed $15,200,000; with the reduction for that excess net of the tax benefit attributable to such excess amount to the extent tax deductible (determined using an assumed tax rate of 21%); or (iii) certain identified credit costs, as calculated in accordance with the merger agreement, are greater than $0, with the reduction for that excess net of the tax benefit attributable to such excess amount to the extent tax deductible (determined using an assumed tax rate of 21%). Each such reduction will be allocated 77.5% to the per share stock consideration and 22.5% to the per share cash consideration of the merger consideration, and reductions may be made pursuant to any or all of the foregoing conditions. The calculation of Lincoln’s adjusted shareholders’ equity will depend in part on the results of Lincoln’s business operations, future market interest rates and their impact on Lincoln’s available-for-sale investment securities, and the management of merger-related expenses by Lincoln prior to the closing of the merger. If Lincoln’s earnings are less than it expects, if the Lincoln merger costs are greater than Lincoln expects, or if actual credit costs exceed the amounts anticipated, there would be a reduction in the merger consideration. Preparing for integration of the merger may have a negative impact on Lincoln’s results of operations, and the merger-related expenses for which Lincoln will be liable are difficult to predict. For a discussion of the possible downward adjustments to the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page 56. Accordingly, at the time Lincoln shareholders vote with respect to the Lincoln Merger Proposal, they will not know the exact value of the aggregate merger consideration they will be entitled to receive in the merger.

Preparing for the merger may negatively impact Lincoln’s operating results and, as a result, the aggregate merger consideration that Lincoln shareholders would be entitled to receive.

Lincoln 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

31

Table of Contents

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 Lincoln’s management from pursuing the business strategy that Lincoln has historically employed. In addition, the merger agreement places material restrictions on the ability of Lincoln to manage its operations independently, including by requiring Lincoln to obtain the approval of Equity prior to taking certain actions. Finally, Lincoln will be liable for certain merger-related expenses prior to the closing of the merger. Additional discussion of Lincoln’s covenants made in connection with the merger agreement are discussed more fully in “The Merger Agreement—Covenants and Agreements,” beginning on page 62. These factors may impact Lincoln’s profitability and these one-time expenses could result in Lincoln’s non-interest expenses being higher than historical levels prior to the consummation of the merger. Accordingly, the results of Lincoln’s operations prior to Lincoln’s entry into the merger agreement may not have any predictive value relating to, or be representative of, Lincoln’s operating results and profitability following its entry into the merger agreement. Lower profits and higher expenses may adversely affect Lincoln’s capital, surplus, and retained earnings prior to the consummation of the merger, which may limit the aggregate merger consideration, if any, that will be paid to Lincoln’s shareholders.

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

Upon completion of the merger, each outstanding share of Lincoln Stock (other than shares of Lincoln Stock held by Lincoln, Equity or their respective subsidiaries) will be converted into the right to receive the per share stock consideration or the per share cash consideration, as applicable. The market value of the per share stock consideration will vary from the closing price of Equity common stock on the date Equity and Lincoln announced the merger, on the date that this proxy statement/prospectus is mailed to Lincoln shareholders, on the date of the Lincoln 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 per share stock consideration that Lincoln shareholders will be entitled to receive upon completion of the merger. While there will generally be no adjustment to the merger consideration for changes in the market price of shares of Equity common stock, the merger agreement does provide Lincoln with a right to terminate the merger agreement if the volume-weighted average price of Equity common stock falls below 80% of $48.49 and also underperforms the NASDAQ Bank Index by more than 20%, in which case Equity may elect to reinstate the merger by adjusting the per share stock consideration or making a cash payment in lieu thereof. 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 Lincoln special meeting you 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 shares of Lincoln Stock because Lincoln is a privately held corporation and the shares of Lincoln Stock are 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 Lincoln or shares of Equity currently.

Upon completion of the merger, holders of Lincoln Stock will become holders of Equity common stock. Equity’s business differs in important respects from that of Lincoln, 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 Lincoln. For a discussion of the business of Lincoln and of some important factors to consider in connection with its business, see “Information About Lincoln” beginning on page 70.

32

Table of Contents

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 and Lincoln must obtain approvals from the Federal Reserve and the OSBC and provide notice to the Iowa Banking Division. 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 54. 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 54.

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 Lincoln 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 Lincoln 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 Lincoln to lose customers or cause customers to remove their accounts from Equity and/or Lincoln 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 Lincoln 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.

The unaudited pro forma condensed consolidated combined financial information included in this proxy statement/prospectus are preliminary and the actual financial condition and results of operations after the merger may differ materially.

The unaudited pro forma condensed consolidated combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Equity’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed consolidated combined financial information reflects adjustments to illustrate the effect of the merger had it been completed on the dates indicated, which is based upon preliminary estimates, to record the Lincoln identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation for the merger reflected in this proxy statement/ prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Lincoln as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments

33

Table of Contents

reflected in this proxy statement/prospectus. For more information, see “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” beginning on page 17.

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

Lincoln’s shareholders should be aware that some of Lincoln’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Lincoln’s shareholders generally. The Lincoln 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 Lincoln’s shareholders vote in favor of adopting the merger agreement.

These interests include the following:

34

Table of Contents

For a more complete description of these interests, see “The Merger—Interests of Lincoln’s Directors and Executive Officers in the Merger” beginning on page 50.

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

If the merger agreement is terminated, there may be various consequences. For example, Lincoln’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, Lincoln may be required to pay to Equity a termination fee of $4,850,000.

Lincoln 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 Lincoln or Equity. These uncertainties may impair Lincoln’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 Lincoln or Equity to seek to change existing business relationships with Lincoln or Equity. Retention of certain employees by Lincoln or Equity may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with Lincoln or Equity. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Lincoln or Equity, Lincoln’s business or Equity’s business could be harmed. In addition, subject to certain exceptions, Lincoln and Equity have each agreed to operate its business in the ordinary course prior to closing and agreed to certain restrictive covenants. See “The Merger Agreement—Covenants and Agreements” beginning on page 62 for a description of the restrictive covenants applicable to Lincoln and Equity.

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

Each of Equity and Lincoln 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 Lincoln would have to recognize these expenses without realizing the expected benefits of the merger.

The merger agreement limits Lincoln’s ability to pursue acquisition proposals.

The merger agreement prohibits Lincoln from initiating, soliciting or knowingly encouraging certain third-party acquisition proposals. See “The Merger Agreement—Agreement Not to Solicit Other Offers” beginning on page 67. These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Lincoln from considering or proposing such an acquisition. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination Fee” beginning on page 88.

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

Upon completion of the merger, holders of Lincoln Stock will become Equity shareholders and their rights as Equity shareholders will be governed by the Kansas Statutes Annotated (“K.S.A.”), Equity’s Second Amended

35

Table of Contents

and Restated Articles of Incorporation (which we refer to in this proxy statement/prospectus as the “Equity articles”) and Equity’s Amended and Restated Bylaws (which we refer to in this proxy statement/prospectus as the “Equity bylaws”). The rights associated with the Lincoln Stock are different from the rights associated with Equity common stock. Please see “Comparison of Holders’ Rights” beginning on page 135 for a discussion of the different rights associated with Equity common stock.

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

Holders of Lincoln Stock and Equity common stock currently have the right to vote in the election of the board and on other matters affecting Lincoln and Equity, respectively. Upon the completion of the merger, each holder of Lincoln Stock 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 Lincoln. It is currently expected that the former holders of Lincoln Stock as a group will receive shares in the merger constituting approximately [   %] of the outstanding shares of Equity common stock immediately after the merger. As a result, current holders of Equity common stock as a group will own approximately [   %] of the outstanding shares of Equity common stock immediately after the merger. Because of this, holders of Lincoln Stock may have less influence on the management and policies of Equity than they now have on the management and policies of Lincoln and current Equity shareholders may have less influence than they now have on the management and policies of Equity.

The integrated mergers may fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Each of Lincoln and Equity intends and expects the integrated mergers together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligation of each of Lincoln and Equity to complete the integrated mergers is conditioned upon the receipt, by each company, of a U.S. federal income tax opinion to that effect from Lincoln’s and Equity’s respective tax counsels. Each tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the IRS or the courts.

If the integrated mergers together were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to holders of Lincoln Stock would be materially different than as described in this proxy statement/prospectus. The merger would be treated as a fully taxable transaction for U.S. federal income tax purposes, and each holder of Lincoln Stock would recognize taxable gain or loss upon the exchange of their Lincoln Stock for shares of Equity common stock and/or cash. The consequences of the integrated mergers to any particular holder will depend on that holder’s own situation. We urge you to consult your own tax advisors to determine the particular tax consequences to you in light of your own circumstances if the integrated mergers together fail to qualify as a “reorganization.”

The opinion of Lincoln’s financial advisors will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

Lincoln has not obtained an updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Equity or Lincoln, general market and economic conditions and other factors that may be beyond the control of Equity or Lincoln, and on which the opinion of the financial advisor of Lincoln was based, may significantly alter the value of Lincoln or the price of Equity common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Lincoln does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed.

36

Table of Contents

Litigation may be filed against Lincoln, 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 Lincoln, 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 Lincoln 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 articles authorize Equity 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 [22,469,708] 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 ability to raise capital through future sales of Equity securities.

37

Table of Contents

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 stockholder communications, or in oral statements made with the approval of an authorized executive officer contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21Es of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect Equity’s and Lincoln’s current views with respect to, among other things, future events and Equity’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 Lincoln’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 Lincoln’s control. Accordingly, Equity and Lincoln 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 Lincoln 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 Lincoln’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

38

Table of Contents