UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2018

EQUITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 316.612.6000

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

On February 28, 2018, the Compensation Committee (the “Compensation Committee”) of Equity Bancshares, Inc. (the “Company”) upon the recommendation of the Company’s Board of Directors approved equity awards to Brad S. Elliott, the Company’s Chairman and Chief Executive Officer, and Gregory H. Kossover, the Company’s Chief Financial Officer, having the following target award values (“Target Value”):

The Target Value of each equity award was converted into 50% performance-vested restricted stock units (“PRSUs”) and 50% time-vested restricted stock units (“TRSUs”). The PRSUs and TRSUs were granted under the terms of the Company’s Amended and Restated 2013 Stock Incentive Plan (the “Plan”) on February 28, 2018 (the “Grant Date”). The target number of PRSUs and TRSUs was determined by dividing 50% of the Target Value by $36.94, the closing price of the Company’s common stock on the Grant Date.

The PRSUs will be earned based on achievement over the three-year performance period that began January 1, 2018 and ends December 31, 2020 (the “Performance Period”), of pre-defined performance goals determined by the Compensation Committee that are based on (i) the Company’s core earnings per share growth relative to an index of other US banks with between $3 billion and $10 billion in total assets and (ii) total shareholder return, assuming reinvestment of dividends, relative to the bank index. Grants of PRSUs will cliff vest at the end of the Performance Period based on actual performance and achievement of the performance goals. Vesting will range from 50% of target payout for achieving threshold performance and 150% of target payout for achieving stretch performance.

The TRSUs will vest over three years, with 25% vesting immediately upon grant, and 25% at the annual anniversary of the grant for the next three years.

In connection with grants of the PRSUs and TRSUs, the Compensation Committee also adopted a Form of PRSU Award Agreement and Form of TRSU Award Agreement. The PRSU Award Agreement, among other things, provides that if the grantee’s employment with the Company is terminated for any reason other than for “Cause” (as defined in the Plan) before the last day of the Performance Period all unvested PRSUs will vest based on the specified target performance under the PRSU. Likewise, the TRSU Award Agreement, among other things, provides that if the grantee’s employment with the Company is terminated for any reason other than for “Cause” (as defined in the Plan) before the last day of the vesting period, all unvested TRSUs will vest immediately. If the grantee’s employment with the Company is terminated for Cause, all unvested PRSUs and TRSUs shall be forfeited.

The foregoing descriptions of the PRSUs and TRSUs do not purport to be complete and are qualified in their entirety by reference to the Form of PRSU Award Agreement and Form of TRSU Award Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.