EQBK

Business Context and Reporting Period

Company: Equity Bancshares, Inc.
Filing Date: October 20, 2016
Reporting Period: Current Report (Form 8-K) covering events on October 20, 2016, and Q3 2016 results referenced in exhibits.

On October 20, 2016, Equity Bancshares, Inc. entered into an Agreement and Plan of Merger to acquire Prairie State Bancshares, Inc. ("Prairie"). The transaction involves a multi-step merger where Prairie will become a wholly-owned subsidiary of Equity, followed by the consolidation of their respective banking subsidiaries.

Key Financial Metrics and Transaction Terms

Merger Consideration:

• Stock Component: 6.41 shares of Equity Class A common stock for each share of Prairie common stock.
• Cash Component: $163.84 per share of Prairie common stock.
• Adjustments: The cash portion is subject to adjustment based on Prairie's consolidated capital, surplus, and retained earnings less intangible assets, and adjusted for merger costs.

Financial Results:

• The filing references Q3 2016 financial results (ended September 30, 2016) in a press release (Exhibit 99.1) and investor presentation (Exhibit 99.2).
• Note: Specific revenue, profit, cash flow, margin, debt, or liquidity figures are not provided in the text of this Form 8-K; they are contained in the referenced exhibits.

Termination Fee: $800,000 payable by Prairie to Equity under certain termination circumstances.

Material Changes and Transaction Structure

The primary material change is the execution of the definitive merger agreement. The transaction structure includes:

1. First Step: Prairie Merger Sub (Equity subsidiary) merges with Prairie; Prairie survives as an Equity subsidiary.
2. Second Step: Prairie merges into Equity; Equity survives.
3. Bank Merger: State Bank (Prairie subsidiary) merges into Equity Bank (Equity subsidiary); Equity Bank survives.
4. Tax Treatment: Joint election under Section 338(h)(10) of the Internal Revenue Code, treating the transaction as an asset purchase for tax purposes.

Guidance, Outlook, Risks, and Conditions

Conditions to Closing:

• Approval by Prairie stockholders.
• Receipt of required regulatory and third-party consents.
• Effectiveness of the Registration Statement on Form S-4.
• Authorization for NASDAQ listing of Equity Class A Stock to be issued.
• Execution of employment agreements for specified individuals.
• Receipt of a fairness opinion regarding the State Bank Employee Stock Ownership Plan.
• Limitation on dissenters' rights (not more than 5% of Prairie shares).

Outlook and Risks:

• Management expects benefits from the transaction but notes these are forward-looking and not guaranteed.
• Key Risks: Failure to obtain regulatory approval, disruption of Prairie's business during the interim, inability to retain key employees, failure to achieve expected synergies, and general market/interest rate fluctuations.
• Investor Call: Scheduled for October 21, 2016, to discuss Q3 results and the transaction.

Important Facts for Investor Verification

• Consideration Value: Verify the final cash adjustment amount, as the $163.84 figure is subject to change based on Prairie's capital accounts and merger costs.
• Regulatory Approval: Monitor the status of required regulatory consents, which are a condition precedent to closing.
• Stockholder Vote: Confirm the outcome of the Prairie stockholder vote required to approve the merger.
• Q3 Financials: Review the attached press release (Exhibit 99.1) and investor presentation (Exhibit 99.2) for specific Q3 2016 revenue, earnings, and liquidity metrics not detailed in this summary.
• Form S-4: Await the filing of the Form S-4 registration statement for the full proxy statement and prospectus containing detailed risk factors and financial data.