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Equibles

10-Q

Equity Bancshares Inc (EQBK)

10-Q 2021-11-08 For: 2021-09-30
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 001-37624

EQUITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Kansas 72-1532188
(State or other jurisdiction of<br><br><br>incorporation or organization) (I.R.S. Employer<br><br><br>Identification No.)
7701 East Kellogg Drive, Suite 300<br><br><br>Wichita, KS 67207
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 316.612.6000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class<br><br><br>Class A, Common Stock, par value $0.01 per share Trading Symbol<br><br><br>EQBK Name of each exchange on which registered<br><br><br>The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

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 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

As of October 31, 2021, the registrant had 16,851,049 shares of Class A common stock, $0.01 par value per share, outstanding.

TABLE OF CONTENTS

Part I Financial Information 5
Item 1. Financial Statements 5
Consolidated Balance Sheets 5
Consolidated Statements of Income 6
Consolidated Statements of Comprehensive Income 8
Consolidated Statements of Stockholders’ Equity 9
Consolidated Statements of Cash Flows 11
Condensed Notes to Interim Consolidated Financial Statements 13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 50
Overview 50
Critical Accounting Policies 52
Results of Operations 53
Financial Condition 64
Liquidity and Capital Resources 73
Non-GAAP Financial Measures 75
Item 3. Quantitative and Qualitative Disclosures About Market Risk 78
Item 4. Controls and Procedures 80
Part II Other Information 81
Item 1. Legal Proceedings 81
Item 1A. Risk Factors 81
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 81
Item 3. Defaults Upon Senior Securities 81
Item 4. Mine Safety Disclosures 81
Item 5. Other Information 81
Item 6. Exhibits 81

Important Notice about Information in this Quarterly Report

Unless we state otherwise or the context otherwise requires, references in this Quarterly Report to “we,” “our,” “us,” “the Company” and “Equity” refer to Equity Bancshares, Inc. and its consolidated subsidiaries, including Equity Bank, which we sometimes refer to as “Equity Bank,” “the Bank” or “our Bank.”

The information contained in this Quarterly Report is accurate only as of the date of this Quarterly Report on Form 10-Q and as of the dates specified herein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These forward-looking statements reflect our current views with respect to, among other things, future events and our 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 our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control, particularly with regard to developments related to the COVID-19 pandemic.  Accordingly, we 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 we 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 under the heading “Item 1A - Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2021, and in Item 1A – Risk Factors of this Quarterly Report.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

• external economic and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the Board of Governors of the Federal Reserve System, or the Federal Reserve, inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits which may have an adverse impact on our financial condition;
• losses resulting from a decline in the credit quality of the assets that we hold;
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• the occurrence of various events that negatively impact the real estate market, since a significant portion of our loan portfolio is secured by real estate;
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• inaccuracies or changes in the appraised value of real estate securing the loans we originate that could lead to losses if the real estate collateral is later foreclosed upon and sold at a price lower than the appraised value;
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• the loss of our largest loan and depositor relationships;
--- ---
• limitations on our ability to lend and to mitigate the risks associated with our lending activities as a result of our size and capital position;
--- ---
• differences in our qualitative factors used in our calculation of the allowance for credit losses from actual results;
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• inadequacies in our allowance for credit losses which could require us to take a charge to earnings and thereby adversely affect our financial condition;
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• interest rate fluctuations which could have an adverse effect on our profitability;
--- ---
• the impact of the transition from London Interbank Offered Rate (“LIBOR”) and our ability to adequately manage such transition;
--- ---
• a continued economic downturn related to the COVID-19 pandemic, especially one affecting our core market areas;
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• inability of borrowers on deferral to make payments on their loans following the end of the deferral period;
--- ---
• potential fraud related to Small Business Administration (“SBA”) loan applications through the Paycheck Protection Program (“PPP”) as part of the U.S. Coronavirus Aid, Relief and Economic Security Act (“CARES Act”);
--- ---
• the effects of pandemic and widespread public health emergencies;
--- ---
• the costs of integrating the businesses we acquire, which may be greater than expected;
--- ---
• the departure of key members of our management personnel or our inability to hire qualified management personnel;
--- ---
• challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services;
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• a lack of liquidity resulting from decreased loan repayment rates, lower deposit balances, or other factors;
--- ---
• inaccuracies in our assumptions about future events which could result in material differences between our financial projections and actual financial performance;
--- ---
• an inability to keep pace with the rate of technological advances due to a lack of resources to invest in new technologies;
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• disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems;
--- ---
• unauthorized access to nonpublic personal information of our customers, which could expose us to litigation or reputational harm;
--- ---
• disruptions, security breaches, or other adverse events affecting the third-party vendors who perform several of our critical processing functions;
--- ---
• required implementation of new accounting standards that significantly change our existing recognition practices;
--- ---
• additional regulatory requirements and restrictions on our business, which could impose additional costs on us;
--- ---
• an increase in FDIC deposit insurance assessments, which could adversely affect our earnings;
--- ---
• increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all;
--- ---
• restraints on the ability of Equity Bank to pay dividends to us, which could limit our liquidity;
--- ---
• a failure in the internal controls we have implemented to address the risks inherent to the banking industry;
--- ---
• continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies, many of which are subject to different regulations than we are;
--- ---
• costs arising from the environmental risks associated with making loans secured by real estate;
--- ---
• the occurrence of adverse weather or manmade events, which could negatively affect our core markets or disrupt our operations;
--- ---
• the effects of new federal tax laws, or changes to existing federal tax laws;
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• the obligation associated with being a public company requires significant resources and management attention; and
--- ---
• other factors, if any, or changes to previously disclosed risk factors are discussed in “Item 1A - Risk Factors.”
--- ---

The foregoing factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in this Quarterly Report.  If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.  Accordingly, you should not place undue reliance on any such forward-looking statements.  Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.  New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us.  In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement.  This cautionary statement should also be considered in connection with any subsequent written or verbal forward-looking statements that we or persons acting on our behalf may issue.

Item 1: Financial Statements

EQUITY BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

September 30, 2021 and December 31, 2020

(Dollar amounts in thousands)

December 31,
2020
ASSETS
Cash and due from banks 141,645 $ 280,150
Federal funds sold 673 548
Cash and cash equivalents 142,318 280,698
Interest-bearing time deposits in other banks — 249
Available-for-sale securities 1,157,423 871,827
Loans held for sale 4,108 12,394
Loans, net of allowance for credit losses of 52,763 and 33,709 2,633,148 2,557,987
Other real estate owned, net 10,267 11,733
Premises and equipment, net 90,727 89,412
Bank-owned life insurance 103,431 77,044
Federal Reserve Bank and Federal Home Loan Bank stock 14,540 16,415
Interest receivable 15,519 15,831
Goodwill 31,601 31,601
Core deposit intangibles, net 12,963 16,057
Other 47,223 32,108
Total assets 4,263,268 $ 4,013,356
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Demand 984,436 $ 791,639
Total non-interest-bearing deposits 984,436 791,639
Savings, NOW and money market 2,092,849 2,029,097
Time 585,492 626,854
Total interest-bearing deposits 2,678,341 2,655,951
Total deposits 3,662,777 3,447,590
Federal funds purchased and retail repurchase agreements 39,137 36,029
Federal Home Loan Bank advances — 10,144
Subordinated debt 88,030 87,684
Contractual obligations 18,771 5,189
Interest payable and other liabilities 36,804 19,071
Total liabilities 3,845,519 3,605,707
Commitments and contingent liabilities, see Notes 11 and 12
Stockholders’ equity, see Note 7
Common stock 178 174
Additional paid-in capital 392,321 386,820
Retained earnings 79,226 50,787
Accumulated other comprehensive income, net of tax 9,475 19,781
Employee stock loans — (43 )
Treasury stock (63,451 ) (49,870 )
Total stockholders’ equity 417,749 407,649
Total liabilities and stockholders’ equity 4,263,268 $ 4,013,356

All values are in US Dollars.

See accompanying condensed notes to interim consolidated financial statements.

EQUITY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

For the Three and Nine Months ended September 30, 2021 and 2020

(Dollar amounts in thousands, except per share data)

(Unaudited)<br><br><br>Three Months Ended<br><br><br>September 30, (Unaudited)<br><br><br>Nine Months Ended<br><br><br>September 30,
2021 2020 2021 2020
Interest and dividend income
Loans, including fees $ 37,581 $ 32,278 $ 102,392 $ 99,281
Securities, taxable 3,920 3,476 11,242 12,113
Securities, nontaxable 655 923 2,096 2,769
Federal funds sold and other 290 405 846 1,409
Total interest and dividend income 42,446 37,082 116,576 115,572
Interest expense
Deposits 1,881 3,064 6,316 13,827
Federal funds purchased and retail repurchase agreements 24 25 72 80
Federal Home Loan Bank advances 10 471 155 2,198
Federal Reserve Bank discount window — — — 6
Bank stock loan — — — 415
Subordinated debt 1,556 1,415 4,669 1,953
Total interest expense 3,471 4,975 11,212 18,479
Net interest income 38,975 32,107 105,364 97,093
Provision (reversal) for credit losses 1,058 815 (6,355 ) 23,255
Net interest income after provision (reversal) for credit losses 37,917 31,292 111,719 73,838
Non-interest income
Service charges and fees 2,360 1,706 6,125 5,097
Debit card income 2,574 2,491 7,603 6,735
Mortgage banking 801 877 2,584 2,298
Increase in value of bank-owned life insurance 1,169 489 2,446 1,452
Net gain on acquisition — — 585 —
Net gain from securities transactions 381 — 398 12
Other 546 922 3,902 1,929
Total non-interest income 7,831 6,485 23,643 17,523
Non-interest expense
Salaries and employee benefits 13,588 13,877 39,079 40,076
Net occupancy and equipment 2,475 2,224 7,170 6,578
Data processing 3,257 2,817 9,394 8,243
Professional fees 1,076 877 3,148 3,187
Advertising and business development 760 598 2,241 1,697
Telecommunications 439 486 1,531 1,363
FDIC insurance 465 360 1,305 1,291
Courier and postage 344 366 1,040 1,103
Free nationwide ATM cost 519 439 1,504 1,186
Amortization of core deposit intangibles 1,030 1,030 3,094 2,806
Loan expense 207 107 626 628
Other real estate owned (342 ) 133 (805 ) 710
Loss on debt extinguishment 372 — 372 —
Merger expenses 4,015 — 4,627 —
Goodwill impairment — 104,831 — 104,831
Other 2,484 2,690 7,050 6,831
Total non-interest expense 30,689 130,835 81,376 180,530
Income (loss) before income taxes 15,059 (93,058 ) 53,986 (89,169 )
Provision (benefit) for income taxes 3,286 (2,653 ) 11,972 (1,711 )
Net income (loss) and net income (loss) allocable to common<br><br><br>stockholders $ 11,773 $ (90,405 ) $ 42,014 $ (87,458 )
Basic earnings (loss) per share $ 0.82 $ (6.01 ) $ 2.92 $ (5.75 )
Diluted earnings (loss) per share $ 0.80 $ (6.01 ) $ 2.86 $ (5.75 )
--- --- --- --- --- --- --- --- --- --- ---

See accompanying condensed notes to interim consolidated financial statements.

EQUITY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Nine Months ended September 30, 2021 and 2020

(Dollar amounts in thousands)

(Unaudited)<br><br><br>Three Months Ended<br><br><br>September 30, (Unaudited)<br><br><br>Nine Months Ended<br><br><br>September 30,
2021 2020 2021 2020
Net income $ 11,773 $ (90,405 ) $ 42,014 $ (87,458 )
Other comprehensive income (loss):
Unrealized holding gain (loss) arising during the period on<br><br><br>available-for-sale securities (5,683 ) (1,843 ) (14,141 ) 2,321
Less: reclassification for net gains included in net income 373 — 373 —
Unrealized holding gain arising from the transfer of<br><br><br>held-to-maturity securities to available-for-sale — 24,848 — 24,848
Amortization of unrealized loss on held-to-maturity securities — 620 — 988
Total other comprehensive income (loss) (5,310 ) 23,625 (13,768 ) 28,157
Tax effect 1,335 (5,941 ) 3,462 (7,080 )
Other comprehensive income (loss), net of tax (3,975 ) 17,684 (10,306 ) 21,077
Comprehensive income $ 7,798 $ (72,721 ) $ 31,708 $ (66,381 )

See accompanying condensed notes to interim consolidated financial statements.

EQUITY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months ended September 30, 2021 and 2020

(Unaudited)

(Dollar amounts in thousands, except share data)

Additional Accumulated<br><br><br>Other Employee Total
Amount Paid-In<br><br><br>Capital Retained<br><br><br>Earnings Comprehensive<br><br><br>Income (Loss) Stock<br><br><br>Loans Treasury<br><br><br>Stock Stockholders’<br><br><br>Equity
Balance at July 1, 2020 15,218,301 $ 174 $ 384,955 $ 128,704 $ 3,390 $ (43 ) $ (37,414 ) $ 479,766
Net income — — — (90,405 ) — — — (90,405 )
Other comprehensive income,<br>   net of tax effects — — — — 17,684 — — 17,684
Stock-based compensation — — 812 — — — — 812
Common stock issued upon<br>   exercise of stock options 500 — 8 — — — — 8
Common stock issued under<br>   stock-based incentive plan 380 — — — — — — —
Common stock issued under<br>   employee stock purchase plan 17,829 — 242 — — — — 242
Treasury stock purchase (383,523 ) — — — — — (5,935 ) (5,935 )
Balance at September 30, 2020 14,853,487 $ 174 $ 386,017 $ 38,299 $ 21,074 $ (43 ) $ (43,349 ) $ 402,172
Balance at July 1, 2021 14,360,172 $ 176 $ 389,394 $ 68,625 $ 13,450 $ — $ (58,650 ) $ 412,995
Net income — — — 11,773 — — — 11,773
Other comprehensive income (loss),<br>   net of tax effects — — — — (3,975 ) — — (3,975 )
Cash dividends declared at 0.08 per<br>    common share — — — (1,172 ) — — — (1,172 )
Stock-based compensation 891 — 566 — — — — 566
Common stock issued upon<br>   exercise of stock options 139,456 1 2,032 — — — — 2,033
Common stock issued under<br>   stock-based incentive plan 380 — — — — — — —
Common stock issued under<br>   employee stock purchase plan 16,034 1 329 — — — — 330
Treasury stock purchases (151,148 ) — — — — — (4,801 ) (4,801 )
Balance at September 30, 2021 14,365,785 $ 178 $ 392,321 $ 79,226 $ 9,475 $ — $ (63,451 ) $ 417,749

All values are in US Dollars.

See accompanying condensed notes to interim consolidated financial statements.

EQUITY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Nine Months ended September 30, 2021 and 2020

(Unaudited)

(Dollar amounts in thousands, except share data)

Additional Accumulated<br><br><br>Other Employee Total
Amount Paid-In<br><br><br>Capital Retained<br><br><br>Earnings Comprehensive<br><br><br>Income (loss) Stock<br><br><br>Loans Treasury<br><br><br>Stock Stockholders’<br><br><br>Equity
Balance at January 1, 2020 15,444,434 $ 174 $ 382,731 $ 125,757 $ (3 ) $ (77 ) $ (30,522 ) $ 478,060
Net income — — — (87,458 ) — — — (87,458 )
Other comprehensive income (loss),<br>   net of tax effects — — — — 21,077 — — 21,077
Stock-based compensation 17,703 — 2,670 — — — — 2,670
Common stock issued upon<br>   exercise of stock options 1,150 — 20 — — — — 20
Common stock issued under<br>   stock-based incentive plan 34,591 — — — — — — —
Common stock issued under<br>   employee stock purchase plan 34,593 — 596 — — — — 596
Repayment on employee stock loans — — — — — 34 — 34
Treasury stock purchases (678,984 ) — — — — — (12,827 ) (12,827 )
Balance at September 30, 2020 14,853,487 $ 174 $ 386,017 $ 38,299 $ 21,074 $ (43 ) $ (43,349 ) $ 402,172
Balance at January 1, 2021 14,540,556 $ 174 $ 386,820 $ 50,787 $ 19,781 $ (43 ) $ (49,870 ) $ 407,649
Net income — — — 42,014 — — — 42,014
Other comprehensive income (loss),<br>   net of tax effects — — — — (10,306 ) — — (10,306 )
Cash dividends declared at 0.08 per<br>    common share — — — (1,172 ) — — — (1,172 )
Stock-based compensation 10,242 — 2,226 — — — — 2,226
Common stock issued upon<br>   exercise of stock options 188,692 2 2,706 — — — — 2,708
Common stock issued under<br>   stock-based incentive plan 72,804 1 (1 ) — — — — —
Common stock issued under<br>   employee stock purchase plan 33,655 1 570 — — — — 571
Repayment on employee stock loans — — — — — 43 — 43
Treasury stock purchases (480,164 ) — — — — — (13,581 ) (13,581 )
Implementation of ASU 2016-13,<br>   Current Expected Credit Losses — — — (12,403 ) — — — (12,403 )
Balance at September 30, 2021 14,365,785 $ 178 $ 392,321 $ 79,226 $ 9,475 $ — $ (63,451 ) $ 417,749

All values are in US Dollars.

See accompanying condensed notes to interim consolidated financial statements

EQUITY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months ended September 30, 2021 and 2020

(Dollar amounts in thousands, except per share data)

(Unaudited)<br><br><br>September 30,
2021 2020
Cash flows from operating activities
Net income $ 42,014 $ (87,458 )
Adjustments to reconcile net income to net cash from operating activities:
Stock-based compensation 2,226 2,670
Depreciation 3,038 2,780
Amortization of operating lease right-of-use asset 302 462
Amortization of cloud computing implementation costs 124 81
Provision (reversal) for credit losses (6,355 ) 23,255
Goodwill impairment — 104,831
Net (accretion) amortization of premiums, discounts and deferred fees<br><br><br>and costs on loans 16,405 (1,627 )
Amortization (accretion) of premiums and discounts on securities 7,275 4,406
Amortization of intangibles 3,126 2,843
Deferred income taxes (2,311 ) (5,015 )
Federal Home Loan Bank stock dividends (23 ) (585 )
Loss (gain) on sales and valuation adjustments on other real estate owned (1,263 ) 120
Net loss (gain) on securities transactions (373 ) —
Change in unrealized loss (gain) on equity securities (25 ) (12 )
Loss (gain) on disposal of premises and equipment (18 ) 1
Loss (gain) on lease termination (2 ) —
Loss (gain) on sale of foreclosed assets (28 ) 280
Loss (gain) on sales of loans (2,205 ) (1,895 )
Originations of loans held for sale (76,982 ) (87,429 )
Proceeds from the sale of loans held for sale 87,325 85,780
Increase in the value of bank-owned life insurance (2,446 ) (1,452 )
Change in fair value of derivatives recognized in earnings (197 ) 411
Gain on acquisition (585 ) —
Payments on operating lease payable (374 ) (544 )
Net change in:
Interest receivable 312 (2,371 )
Other assets 10,113 (5,729 )
Interest payable and other liabilities 562 2,627
Net cash provided by (used in) operating activities 79,635 36,430
Cash flows from (to) investing activities
Purchases of available-for-sale securities (633,884 ) (91,495 )
Purchases of held-to-maturity securities — (2,754 )
Proceeds from sales, calls, pay-downs and maturities of available-for-sale securities 339,702 73,588
Proceeds from calls, pay-downs and maturities of held-to-maturity securities — 156,963
Net change in interest-bearing time deposits in other banks 249 1,999
Net change in loans 127,770 (172,154 )
Purchases of mortgage loans (214,181 ) —
Purchases of government guaranteed loans (10,958 ) —
Capitalized construction cost of other real estate owned — (62 )
Purchase of premises and equipment (4,358 ) (6,388 )
Proceeds from sale of premises and equipment 24 16
Proceeds from sale of foreclosed assets 152 1,991
Net redemption (purchase) of Federal Home Loan Bank and Federal Reserve<br><br><br>Bank stock 1,898 (823 )
Net redemption (purchase) of correspondent and miscellaneous other stock (68 ) —
Proceeds from sale of other real estate owned 3,102 3,947
Purchase of bank-owned life insurance (25,000 ) —
--- --- --- --- --- --- ---
Proceeds from bank-owned life insurance death benefits 1,059 —
Net cash provided by (used in) investing activities (414,493 ) (35,172 )
Cash flows from (to) financing activities
Net increase (decrease) in deposits 215,171 70,019
Net change in federal funds purchased and retail repurchase agreements 3,108 10,587
Net borrowings (payments) on Federal Home Loan Bank line of credit — (157,223 )
Proceeds from Federal Home Loan Bank term advances 70,000 253,000
Principal payments on Federal Home Loan Bank term advances (80,107 ) (252,273 )
Proceeds from Federal Reserve Bank discount window 1,000 62,000
Principal payments on Federal Reserve Bank discount window (1,000 ) (62,000 )
Proceeds from bank stock loan — 38,354
Principal payments on bank stock loan — (47,344 )
Principal payments on employee stock loans 43 34
Proceeds from the exercise of employee stock options 2,708 20
Proceeds from employee stock purchase plan 571 596
Proceeds from subordinated notes — 75,000
Debt issuance cost (16 ) (2,295 )
Purchase of treasury stock (13,581 ) (12,827 )
Net change in contractual obligations (1,419 ) (358 )
Net cash provided by (used in) financing activities 196,478 (24,710 )
Net change in cash and cash equivalents (138,380 ) (23,452 )
Cash and cash equivalents, beginning of period 280,698 89,291
Ending cash and cash equivalents $ 142,318 $ 65,839
Supplemental cash flow information:
Interest paid $ 10,228 $ 19,730
Income taxes paid, net of refunds 11,990 2,208
Supplemental noncash disclosures:
Other real estate owned acquired in settlement of loans $ 876 $ 2,456
Other real estate owned transferred from premise and equipment — 1,982
Other repossessed assets acquired in settlement of loans 68 2,035
Investment securities purchased but not settled 12,084 —
Purchase of low-income tax credit investment and resulting<br><br><br>contractual obligations 15,000 —

See accompanying condensed notes to interim consolidated financial statements.

EQUITY BANCSHARES, INC.

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

(Unaudited)

(Dollar amounts in thousands, except per share data)

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The interim consolidated financial statements include the accounts of Equity Bancshares, Inc., its wholly-owned subsidiaries, EBAC, LLC and Equity Bank and Equity Bank’s wholly-owned subsidiaries, EBHQ, LLC and SA Holdings, Inc.  These entities are collectively referred to as the “Company”.  All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with guidance provided by the Securities and Exchange Commission.  Accordingly, they do not include all the information and footnotes required by GAAP for complete financial information.  The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.  In the opinion of management, the interim statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis and all such adjustments are of a normal recurring nature.  These financial statements and the accompanying notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2021.  Operating results for the nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or any other period.

Reclassifications

Some items in prior financial statements were reclassified to conform to the current presentation.  Management determined the items reclassified are immaterial to the consolidated financial statements taken as a whole and did not result in a change in equity or net income for the periods reported.

Risk and Uncertainties

The outbreak of COVID-19 has adversely impacted a broad range of industries in which the Company’s customers operate and could impair their ability to fulfill their financial obligations to the Company.  The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities could be impacted, to varying degrees, with the goal of decreasing the rate of new infections.  The spread of the outbreak has caused significant disruptions in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates.  While there has been no material impact to the Company’s employees to date, COVID-19 could also potentially create widespread business continuity issues for the Company.  Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout from COVID-19.

The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions.  If the global response to contain COVID-19 is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows.  It is not possible to know the full universe or extent of impact to the Company’s operations brought about from COVID-19 and resulting measures to curtail its spread.

Financial position and results of operations

The Company’s interest income and fees could be reduced due to COVID-19.  In keeping with guidance from regulators, the Company is actively working with COVID-19 affected borrowers to defer their payments, interest and fees.  While interest and fees will still accrue to income through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed.  In such a scenario, interest income in future periods could be negatively impacted. At this time, the Company is unable to project the materiality of such an impact but recognizes the breadth of the economic impact may affect its borrowers’ ability to repay in future periods.

Asset valuation

Currently, the Company does not expect COVID-19 to affect its ability to account timely for the assets on its balance sheet; however, this could change in future periods.  While certain valuation assumptions and judgments will change to account for pandemic-related circumstances such as widening credit spreads, the Company does not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP.

Credit

As a result of the current economic environment caused by the COVID-19 virus, the Company is engaging in frequent communication with borrowers to better understand their situation and the challenges faced, allowing the Company to respond proactively as needs and issues arise.  Should economic conditions worsen, the Company could experience further increases in its required allowance for credit losses and record additional provision for credit losses.  It is possible that the Company’s asset quality measures could worsen at future measurement periods if the effects of COVID-19 are prolonged.

Many industries have and will continue to experience adverse impacts as a result of COVID-19.  Our exposure from outstanding loans and commitments to industries which we consider a higher risk totaled approximately $306,174 in hospitality and $36,031 in aircraft manufacturing at September 30, 2021.

Allowance for Credit Losses - Loans

As described below under Recently Adopted Accounting Pronouncements, the Company adopted the FASB ASU 2016-13 effective January 1, 2021, which requires the estimation of an allowance for credit losses in accordance with the current expected credit loss (“CECL”) methodology.  Management assesses the adequacy of the allowance on a quarterly basis.  This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance.  The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations.  The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date.  The allowance is adjusted through provision for credit losses and charge-offs, net of recoveries of amounts previously charged off.  The Company adopted ASC Topic 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures.  Results for the reporting periods beginning after January 1, 2021, are presented under ASC Topic 326, while prior amounts continue to be reported in accordance with previously applicable GAAP.

The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (“PCD”) that were previously classified as purchased credit impaired (“PCI”) and accounted for under ASC 310-30.  In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption.  On January 1, 2021, the amortized cost basis of the PCD assets were adjusted to reflect the addition of $10,438 to the allowance for credit losses.  The remaining noncredit discount (based on the adjusted amortized cost basis) will be accreted into interest income at the effective interest rate as of January 1, 2021.

The allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics.  The Company has identified the following pools of financial assets with similar risk characteristics for measuring expected credit losses.

• Commercial real estate mortgage loans – Owner occupied commercial real estate mortgage loans are secured by commercial office buildings, industrial buildings, warehouses or retail buildings where the owner of the building occupies the property.  For such loans, repayment is largely dependent upon the operation of the borrower's business.

• Commercial and industrial loans – Commercial and industrial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes.  These loans are generally secured by equipment, inventory and accounts receivable of the borrower and repayment is primarily dependent on business cash flows.

• Residential real estate mortgage loans – Residential real estate mortgage consists primarily of loans secured by 1-4 family residential properties, including home equity lines of credit.  Repayment is primarily dependent on the personal cash flow of the borrower.

• Agricultural real estate loans – Agricultural real estate loans are secured by real estate related to farmland and are affected by the value of farmland.  Generally, the borrower’s ability to repay is based on the value of farmland and cash flows from farming operations.

• Agricultural production loans – Agricultural production loans are primarily operating lines subject to annual farming revenues, including productivity and yield of farm products and market pricing at the time of sale.

• Consumer – Consumer loans include all loans issued to individuals not included in the categories above.  Examples of consumer and other loans are automobile loans, consumer credit cards and loans to finance education, among others.  Many consumer loans are unsecured.  Repayment is primarily dependent on the personal cash flow of the borrower.

The Company primarily utilizes a probability of default (“PD”) and loss given default (“LGD”) modeling approach for historical loss coupled with a macroeconomic factor analysis derived from a statistical regression of loss experience correlated to changes in economic factors for all commercial banks operating within our geographical footprint.  The macroeconomic regression is based on a multivariate approach and includes key indicators that provide the highest cumulative adjusted R-square figure.  Economic factors include, but are not limited to, national unemployment, gross domestic product, market interest rates and property pricing indices.  To arrive at the most predictive calculation, a lag factor was applied to these inputs, resulting in current and historic economic inputs driving the projection of loss over our reasonable, supportable forecast period which management has defined as 12 months for all portfolio segments.  Following the reasonable and supportable forecast period loss experience immediately reverts to the longer run historical loss experience of the Company.  The resultant loss rates are applied to the estimated future exposure at default (“EAD”), as determined based on contractual amortization terms through an average default month and estimated prepayment experience in arriving at the quantitative reserve within our allowance for credit losses.

The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses.  The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements period over period.  The data for each measurement may be obtained from internal or external sources.  The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time.  The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios.  These adjustments are based upon quarterly trend assessments in projective economic sentiment, portfolio concentrations, policy exceptions, personnel retention, independent loan review results, collateral considerations, risk ratings and competition.  The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors.  Due to the inclusion of a lag factor in our quantitative economic analysis discussed above, the allowance for credit losses, as of implementation and through the reporting date, is heavily influenced by the qualitative economic factor considered by management to be reflective of risk associated with the COVID-19 pandemic.

Loans that do not share similar risk characteristics with the collectively evaluated pools are evaluated on an individual basis and are excluded from the collectively evaluated loan pools.  Such loans are evaluated for credit losses based on either discounted cash flows or the fair value of collateral.  When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral, less selling costs.  For loans for which foreclosure is not probable, but for which repayment is expected to be provided substantially through the operation or sale of the collateral, the Company has elected the practical expedient under ASC 326 to estimate expected credit losses based on the fair value of collateral, with selling costs considered in the event sale of the collateral is expected.  Loans for which terms have been modified in a troubled debt restructuring (“TDR”) are evaluated using these same individual evaluation methods.  In the event the discounted cash flow method is used for a TDR, the original interest rate is used to discount expected cash flows.

In assessing the adequacy of the allowance for credit losses, the Company considers the results of the Company’s ongoing, independent loan review process.  The Company undertakes this process both to ascertain those loans in the portfolio with elevated credit risk and to assist in its overall evaluation of the risk characteristics of the entire loan portfolio.  Its loan review process includes the judgment of management, independent internal loan reviewers and reviews that may have been conducted by third-party reviewers including regulatory examiners.  The Company incorporates relevant loan review results when determining the allowance.

In accordance with CECL, losses are estimated over the remaining contractual terms of loans, adjusted for estimated prepayments.  The contractual term excludes expected extensions, renewals and modifications unless management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed or such renewals, extensions or modifications are included in the original loan agreement and are not unconditionally cancellable by the Company.  Credit losses are estimated on the amortized cost basis of loans, which includes the principal balance outstanding, purchase discounts and premiums and loan fees and costs.  Accrued interest receivable, as allowed under ASU 2016-13, is excluded from the credit loss estimate.  In addition, accrued interest receivable is presented separately on the balance sheets and is excluded from the tabular loan disclosures in Note 3.

The Company’s policies and procedures used to estimate the allowance for credit losses, as well as the resultant provision for credit losses charged to income, are considered adequate by management and are reviewed periodically by regulators, model validators and internal audit, they are inherently approximate estimates and imprecise.  There are factors beyond the Company’s control, such as changes in projected economic conditions, real estate markets or particular industry conditions which may materially impact asset quality and the adequacy of the allowance for credit losses and thus the resulting provision for credit losses.

Allowance for Credit Losses – Off-Balance-Sheet Credit Exposures

The Company estimates expected credit losses over the contractual term of obligations to extend credit, unless the obligation is unconditionally cancellable.  The allowance for off-balance-sheet exposures is adjusted through other noninterest expense.  The estimates are determined based on the likelihood of funding during the contractual term and an estimate of credit losses subsequent to funding.  Estimated credit losses on subsequently funded balances are based on the same assumptions used to estimate credit losses on existing funded loans.

Allowance for Credit Losses – Securities Available-for-Sale

For any securities classified as available-for-sale that are in an unrealized loss position at the balance sheet date, the Company assesses whether or not it intends to sell the security, or more likely than not will be required to sell the security, before recovery of its amortized cost basis.  If either criterion is met, the security's amortized cost basis is written down to fair value through net income.  If neither criterion is met, the Company evaluates whether any portion of the decline in fair value is the result of credit deterioration.  Such evaluations consider the extent to which the amortized cost of the security exceeds its fair value, changes in credit ratings and any other known adverse conditions related to the specific security.  If the evaluation indicates that a credit loss exists, an allowance for credit losses is recorded for the amount by which the amortized cost basis of the security exceeds the present value of cash flows expected to be collected, limited by the amount by which the amortized cost exceeds fair value.  Any impairment not recognized in the allowance for credit losses is recognized in other comprehensive income.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses, which changed how the Company measures credit losses for most of its financial assets.  This guidance is applicable to loans held for investment, off-balance-sheet credit exposures, such as loan commitments and standby letters of credit, and held-to-maturity investment securities.  The Company is required to use a new forward-looking current expected credit losses (CECL) model that will result in the earlier recognition of allowances for credit losses.  For available-for-sale securities with unrealized losses, the Company will measure credit losses in a manner similar to current practice but will recognize those credit losses as allowances rather than reductions in the amortized cost of the securities.  In addition, the ASU requires significantly more disclosure including information about credit quality by year of origination for most loans.  Generally, the amendments will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.  The ASU was originally effective for the Company beginning in the first quarter of 2020; however, the CARES Act, issued in 2020, provided temporary relief related to the implementation of this accounting guidance until the earlier of the date on which the national emergency concerning the COVID-19 virus terminates or December 31, 2020.  The Company elected to utilize this relief and has calculated the allowance for loan losses and the resulting provision for loan losses using the prior incurred loss method through December 31, 2020.  Further implementation relief for this standard was provided on December 27, 2020, by section 540 of the Consolidated Appropriations Act (“CAA”) which allowed for an additional extension to the earlier of 60 days after the national emergency termination date or January 1, 2022.  The Company has elected not to extend the implementation any further and has adopted effective January 1, 2021.  The adoption of CECL  resulted in an increase to our total allowance for credit losses (“ACL”) on loans held for investment of $15,732, an increase in allowance for credit losses on unfunded loan commitments of $838, a reclassification of purchased credit-impaired discount from loans to the ACL of $10,438, an increase in deferred tax asset of $4,167 and a decrease in retained earnings of $12,403.  The increase in the ACL is largely attributable to moving to a life of loan allowance methodology and the transition of certain purchase discounts from an adjustment to amortized cost into the ACL.

In March 2020, various regulatory agencies, including the Federal Reserve and the Federal Deposit Insurance Corporation, (“the agencies”) issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by the Coronavirus.  The interagency statement was effective immediately and impacted accounting for loan modifications.  This interagency statement was later revised in April 2020 to clarify the interaction between the original interagency statement and section 4013 of the CARES Act, as well as the agencies’ views on consumer protection considerations.  Under Accounting Standards Codification 310-40, Receivables – Troubled Debt Restructurings by Creditors, (“ASC 310-40”), a restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider.  The agencies confirmed with the staff of the FASB that short-term

modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs.  This includes short-term modifications such as payment deferrals, fee waivers, extensions of repayment terms or other delays in payment that are insignificant.  Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.  The CARES Act provisions were further extended to the earlier of 60 days after the national emergency termination date or January 1, 2022, by section 541 of the CAA.  In addition, loan deferrals can be qualified under section 4013 of the CARES Act during the extended relief period if certain criteria are met.  This interagency guidance and CARES Act provisions have had a material impact on the Company’s financial statements as reflected in Note 3.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting.  ASU 2020-04 provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met.  The transactions primarily include contract modifications; hedging relationships; and sale or transfer of debt securities classified as held-to-maturity.  The guidance was effective immediately for the Company and the amendments may be applied prospectively through December 31, 2022.  The Company is in the process of evaluating the guidance and its effect on the Company’s financial condition, results of operations and cash flows has not yet been determined.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848).  ASU 2021-01 clarify that certain optional expedients and exceptions that are noted in Topic 848 apply to derivatives that are affected by the discounting transition. Certain provisions, if elected by the Company, apply to derivative instruments that use an interest rate for managing, discounting or contract price alignment that is modified as a result of reference rate reform.  The guidance was effective immediately for the Company and the amendments may be applied prospectively through December 31, 2022.  The Company is in the process of evaluating the guidance and its effect on the Company’s financial condition, results of operations and cash flows has not yet been determined.

NOTE 2 – SECURITIES

The amortized cost and fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) are listed below.

Amortized<br><br><br>Cost Gross<br><br><br>Unrealized<br><br><br>Gains Gross<br><br><br>Unrealized<br><br><br>Losses Allowance<br><br><br>for Credit<br><br><br>Losses Fair<br><br><br>Value
September 30, 2021
Available-for-sale securities
U.S. Government-sponsored entities $ 100,259 $ 8 $ (527 ) $ — $ 99,740
U.S. Treasury securities 87,416 58 (668 ) — 86,806
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities 639,254 13,485 (3,714 ) — 649,025
Private label residential mortgage-backed securities 148,631 13 (696 ) — 147,948
Corporate 52,535 1,636 (100 ) — 54,071
Small Business Administration loan pools 10,485 27 (47 ) — 10,465
State and political subdivisions 106,185 3,501 (318 ) — 109,368
$ 1,144,765 $ 18,728 $ (6,070 ) $ — $ 1,157,423
Amortized<br><br><br>Cost Gross<br><br><br>Unrealized<br><br><br>Gains Gross<br><br><br>Unrealized<br><br><br>Losses Fair<br><br><br>Value
--- --- --- --- --- --- --- --- --- ---
December 31, 2020
Available-for-sale securities
U.S. Government-sponsored entities $ 996 $ 27 $ — $ 1,023
U.S. Treasury securities 4,024 1 — 4,025
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities 630,485 21,049 (109 ) 651,425
Private label residential mortgage-backed securities 44,302 5 (129 ) 44,178
Corporate 52,503 1,153 (6 ) 53,650
Small Business Administration loan pools 1,226 44 — 1,270
State and political subdivisions 111,865 4,391 — 116,256
$ 845,401 $ 26,670 $ (244 ) $ 871,827

The fair value and amortized cost of debt securities at September 30, 2021, by contractual maturity, is shown below.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

Available-for-Sale
Amortized<br><br><br>Cost Fair<br><br><br>Value
Within one year $ 6,328 $ 6,394
One to five years 53,951 54,610
Five to ten years 252,325 253,518
After ten years 44,276 45,928
Mortgage-backed securities 787,885 796,973
Total debt securities $ 1,144,765 $ 1,157,423

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was approximately $746,496 at September 30, 2021, and $713,001 at December 31, 2020.

The following tables show gross unrealized losses and fair value, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2021, and December 31, 2020.

Less Than 12 Months 12 Months or More Total
Fair<br><br><br>Value Unrealized<br><br><br>Loss Fair<br><br><br>Value Unrealized<br><br><br>Loss Fair<br><br><br>Value Unrealized<br><br><br>Loss
September 30, 2021
Available-for-sale securities
U.S. Government-sponsored entities $ 88,733 $ (527 ) $ — $ — $ 88,733 $ (527 )
U.S. Treasury securities 57,921 (668 ) — — 57,921 (668 )
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities 277,959 (3,714 ) — — 277,959 (3,714 )
Private label residential mortgage-backed securities 130,944 (650 ) 2,752 (46 ) 133,696 (696 )
Corporate 4,900 (100 ) — — 4,900 (100 )
Small Business Administration loan pools 9,466 (47 ) — — 9,466 (47 )
State and political subdivisions 13,935 (318 ) — — 13,935 (318 )
Total temporarily impaired securities $ 583,858 $ (6,024 ) $ 2,752 $ (46 ) $ 586,610 $ (6,070 )
December 31, 2020
Available-for-sale securities
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities $ 28,770 $ (109 ) $ — $ — $ 28,770 $ (109 )
Private label residential mortgage-backed securities 28,367 (129 ) — — 28,367 (129 )
Corporate 3,908 (6 ) — — 3,908 (6 )
Total temporarily impaired securities $ 61,045 $ (244 ) $ — $ — $ 61,045 $ (244 )

As of September 30, 2021, the Company held 73 available-for-sale securities in an unrealized loss position.

Unrealized losses on securities have not been recognized into income because the security issuers are of high credit quality, management does not intend to sell, it is more likely than not that the Company will not be required to sell the securities prior to their anticipated recovery and the decline in fair value is largely due to changes in interest rates.  The fair value is expected to recover as the securities approach maturity.

The proceeds from sales and the associated gains and losses on available-for-sale securities reclassified from other comprehensive income to income are listed below.

Three Months Ended<br><br><br>September 30, Nine Months Ended<br><br><br>September 30,
2021 2021
Proceeds $ 7,347 $ 7,347
Gross gain 373 373
Gross losses — —
Income tax expense on net realized gains 94 94

There were no sales of available-for-sale securities during the nine months ended September 30, 2020.

NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

Types of loans and normal collateral securing those loans are listed below.

Commercial real estate:  Commercial real estate loans include all loans secured by nonfarm, nonresidential properties and by multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.

Commercial and industrial:  Commercial and industrial loans include loans used to purchase fixed assets, provide working capital or meet other financing needs of the business.  Loans are normally secured by the assets being purchased or already owned by the borrower, inventory or accounts receivable.  These may include SBA and other guaranteed or partially guaranteed types of loans.

Residential real estate:  Residential real estate loans include loans secured by primary or secondary personal residences.

Agricultural real estate:  Agricultural real estate loans are loans typically secured by farmland.

Agricultural:  Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced.  These loans may be secured by growing crops, stored crops, livestock, equipment and miscellaneous receivables.

Consumer:  Consumer loans may include installment loans, unsecured and secured personal lines of credit, overdraft protection and letters of credit.  These loans are generally secured by consumer assets but may be unsecured.

The following table lists categories of loans at September 30, 2021, and December 31, 2020.

September 30,<br><br><br>2021 December 31,<br><br><br>2020
Commercial real estate $ 1,308,707 $ 1,188,696
Commercial and industrial 569,513 734,495
Residential real estate 490,633 381,958
Agricultural real estate 138,793 133,693
Agricultural 93,767 94,322
Consumer 84,498 58,532
Total loans 2,685,911 2,591,696
Allowance for credit losses (52,763 ) (33,709 )
Net loans $ 2,633,148 $ 2,557,987

Included in the commercial and industrial loan balances at September 30, 2021 and December 31, 2020, are $95,764 and $253,741 of loans that were originated under the SBA PPP program.

From time to time, the Company has purchased pools of residential real estate loans originated by other financial institutions to hold for investment with the intent to diversify the residential real estate portfolio.  During the quarter ended September 30, 2021, the Company purchased one pool of residential real estate loans totaling $26,148.  During the first nine months of 2021, the Company purchased five pools of residential real estate loans totaling $214,181.  As of September 30, 2021, and December 31, 2020, residential real estate loans include $248,903 and $86,093 of purchased residential real estate loans.

The unamortized discount of merger purchase accounting adjustments related to non-purchase credit impaired loans included in the loan totals above are $6,622 with related loans of $272,223 at September 30, 2021.  At December 31, 2020, excluding purchased credit impaired loans, there were $380,058 of loans with a related discount of $5,510 that were purchased as part of a merger.  Effective January 1, 2021, with the adoption of CECL, amortizable non-credit discounts on purchase credit impaired loans are included in unamortized discount of merger purchase accounting adjustments.

Overdraft deposit accounts are reclassified and included in consumer loans above.  These accounts totaled $372 at September 30, 2021, and $597 at December 31, 2020.

The Company adopted ASU 2016-13, also referred to as CECL, effective January 1, 2021, and with that adoption the Company’s method for estimating the allowance for credit losses has changed.  The Company estimates the allowance for credit losses under CECL using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts.  Internal historical loss experience provides the basis for the estimation of expected credit losses.

Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency levels or loan terms, as well as, for changes in environmental conditions, such as changes in unemployment rates, property values, consumer price index, gross domestic product, housing starts or relevant index, US personal income, U.S. housing price indexes, federal funds target and various U.S. government interest rates.

The allowance for credit losses is measured on a collective pool basis when similar risk characteristics exist.  The Company has identified commercial real estate, commercial and industrial, residential real estate, agricultural real estate, agricultural production and consumer as portfolio segments and measures the allowance for credit losses using a historical loss rate method for each segment to estimate credit losses on a collective basis.  The Company’s CECL calculation utilizes historical loss rates, average default month, average prepayment rates and exposure at default as assumptions to calculate an unadjusted historical loss estimate for the contractual term of the loans adjusted for prepayment.  The historical loss estimate is then adjusted for the anticipated changes in the Company’s historical loss rate using a regression analysis and current economic variables over the next 12 months.  The Company has selected 12 months as its reasonable and supportable forecast period and has selected an immediate reversion back to unadjusted historical loss rates for periods beyond the reasonable and supportable forecast period. The calculated historical loss estimate, and the economic qualitative adjustment are further evaluated for change via a management qualitative adjustment factor.  Management qualitative adjustments typically are anticipated changes in loss trends that are not reflected in the historical data to be used in forecasting.

The Company evaluates all loans that do not share risk characteristics on an individual basis for estimating the allowance for credit loss.  Loans evaluated on an individual basis are not included in the collective basis.  The Company currently reviews all loans that are classified as non-accrual on an individual basis.  The Company typically elects the collateral-dependent practical expedient on all individual impairment assessments and expected credit losses are based on the fair value of the collateral at the reporting date adjusted for selling costs as appropriate.

The Company’s ACL is highly dependent on credit quality, macroeconomic forecasts and conditions, the composition of our loan portfolio and other management judgements.  The current management adjustment represents a significant portion of the Company’s ACL and is comprised of the estimated impact to ACL from the COVID-19 pandemic and associated response.

During the nine months ended September 30, 2021, the Company updated the purchase accounting conclusions related to PCD assets acquired through the Almena State Bank transaction and the adjustment is reflected in the table below within “Impact of adopting ASC 326 – PCD loans.”  Additional information was obtained, and additional analysis was performed by the management team which led to a modification of purchase date accounting.  The adjustment resulted in a reduction in the allowance for credit losses offset by an increase in loan repurchase obligation, which is reported in interest payable and other liabilities in the consolidated balance sheets, combined with a decrease in deferred tax asset and an increase in gain on acquisition.

The following tables present the activity in the allowance for credit losses by class for the three-month periods ended September 30, 2021 and 2020.

September 30, 2021 Commercial<br><br><br>Real Estate Commercial<br><br><br>and<br><br><br>Industrial Residential<br><br><br>Real<br><br><br>Estate Agricultural<br><br><br>Real<br><br><br>Estate Agricultural Consumer Total
Allowance for credit losses:
Beginning balance $ 15,225 $ 18,690 $ 9,808 $ 847 $ 4,695 $ 2,569 $ 51,834
Provision for credit losses (2,723 ) 5,473 (1,473 ) 145 (366 ) 2 1,058
Loans charged-off (116 ) (37 ) — (3 ) — (200 ) (356 )
Recoveries 96 1 4 15 — 111 227
Total ending allowance balance $ 12,482 $ 24,127 $ 8,339 $ 1,004 $ 4,329 $ 2,482 $ 52,763
September 30, 2020 Commercial<br><br><br>Real Estate Commercial<br><br><br>and<br><br><br>Industrial Residential<br><br><br>Real<br><br><br>Estate Agricultural<br><br><br>Real<br><br><br>Estate Agricultural Consumer Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Allowance for loan losses:
Beginning balance $ 9,467 $ 10,168 $ 5,315 $ 975 $ 810 $ 7,343 $ 34,078
Provision for loan losses (218 ) 1,361 (591 ) 468 (47 ) (158 ) 815
Loans charged-off (308 ) (3 ) (153 ) (167 ) — (244 ) (875 )
Recoveries 1 3 22 5 5 33 69
Total ending allowance balance $ 8,942 $ 11,529 $ 4,593 $ 1,281 $ 768 $ 6,974 $ 34,087

The following tables present the activity in the allowance for credit losses by class for the nine-month periods ended September 30, 2021 and 2020.

September 30, 2021 Commercial<br><br><br>Real Estate Commercial<br><br><br>and<br><br><br>Industrial Residential<br><br><br>Real<br><br><br>Estate Agricultural<br><br><br>Real<br><br><br>Estate Agricultural Consumer Total
Allowance for credit losses:
Beginning balance, prior to adoption<br><br><br>of ASC 326 $ 9,012 $ 12,456 $ 4,559 $ 904 $ 758 $ 6,020 $ 33,709
Cumulative effect adjustment of adopting<br><br><br>ASC 326 5,612 4,167 8,870 167 (207 ) (2,877 ) 15,732
Impact of adopting ASC 326 - PCD loans 4,571 (218 ) 220 960 4,905 — 10,438
Provision for credit losses (6,767 ) 7,749 (5,307 ) (555 ) (1,130 ) (345 ) (6,355 )
Loans charged-off (169 ) (98 ) (12 ) (505 ) (1 ) (575 ) (1,360 )
Recoveries 223 71 9 33 4 259 599
Total ending allowance balance $ 12,482 $ 24,127 $ 8,339 $ 1,004 $ 4,329 $ 2,482 $ 52,763
September 30, 2020 Commercial<br><br><br>Real Estate Commercial<br><br><br>and<br><br><br>Industrial Residential<br><br><br>Real<br><br><br>Estate Agricultural<br><br><br>Real<br><br><br>Estate Agricultural Consumer Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Allowance for loan losses:
Beginning balance $ 3,919 $ 3,061 $ 2,676 $ 608 $ 546 $ 1,422 $ 12,232
Provision for loan losses 5,189 8,711 2,203 859 217 6,076 23,255
Loans charged-off (367 ) (259 ) (312 ) (191 ) (1 ) (697 ) (1,827 )
Recoveries 201 16 26 5 6 173 427
Total ending allowance balance $ 8,942 $ 11,529 $ 4,593 $ 1,281 $ 768 $ 6,974 $ 34,087

The following tables present the recorded investment in loans and the balance in the allowance for credit losses by portfolio and class based on method to determine allowance for credit loss as of September 30, 2021, and December 31, 2020.

September 30, 2021 Commercial<br><br><br>Real Estate Commercial<br><br><br>and<br><br><br>Industrial Residential<br><br><br>Real<br><br><br>Estate Agricultural<br><br><br>Real<br><br><br>Estate Agricultural Consumer Total
Allowance for credit losses:
Individually evaluated for impairment $ 2,141 $ 15,323 $ 800 $ 720 $ 4,037 $ 48 $ 23,069
Collectively evaluated for impairment 10,341 8,804 7,539 284 292 2,434 29,694
Total $ 12,482 $ 24,127 $ 8,339 $ 1,004 $ 4,329 $ 2,482 $ 52,763
Loan Balance:
Individually evaluated for impairment $ 6,595 $ 49,168 $ 3,279 $ 5,140 $ 7,532 $ 200 $ 71,914
Collectively evaluated for impairment 1,302,112 520,345 487,354 133,653 86,235 84,298 2,613,997
Total $ 1,308,707 $ 569,513 $ 490,633 $ 138,793 $ 93,767 $ 84,498 $ 2,685,911
December 31, 2020 Commercial<br><br><br>Real Estate Commercial<br><br><br>and<br><br><br>Industrial Residential<br><br><br>Real<br><br><br>Estate Agricultural<br><br><br>Real<br><br><br>Estate Agricultural Consumer Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Allowance for loan losses:
Individually evaluated for impairment $ 2,159 $ 5,457 $ 485 $ 595 $ 96 $ 68 $ 8,860
Collectively evaluated for impairment 6,472 5,985 3,949 266 586 5,952 23,210
Purchased credit impaired loans 381 1,014 125 43 76 — 1,639
Total $ 9,012 $ 12,456 $ 4,559 $ 904 $ 758 $ 6,020 $ 33,709
Loan Balance:
Individually evaluated for impairment $ 4,752 $ 20,421 $ 1,939 $ 2,711 $ 2,201 $ 272 $ 32,296
Collectively evaluated for impairment 1,176,403 710,038 377,331 126,256 87,158 58,242 2,535,428
Purchased credit impaired loans 7,541 4,036 2,688 4,726 4,963 18 23,972
Total $ 1,188,696 $ 734,495 $ 381,958 $ 133,693 $ 94,322 $ 58,532 $ 2,591,696

The following table presents information related to nonaccrual loans at September 30, 2021.

September 30, 2021
Unpaid<br><br><br>Principal<br><br><br>Balance Recorded<br><br><br>Investment Allowance for<br><br><br>Credit Losses<br><br><br>Allocated
With no related allowance recorded:
Commercial real estate $ — $ — $ —
Commercial and industrial 19 — —
Residential real estate 33 — —
Agricultural real estate 1,795 1,719 —
Agricultural 2 — —
Consumer — — —
Subtotal 1,849 1,719 —
With an allowance recorded:
Commercial real estate 6,794 6,171 2,059
Commercial and industrial 51,369 43,929 13,795
Residential real estate 3,240 3,094 765
Agricultural real estate 3,697 2,791 703
Agricultural 9,710 7,078 3,926
Consumer 231 200 48
Subtotal 75,041 63,263 21,296
Total $ 76,890 $ 64,982 $ 21,296

The following table presents information related to impaired loans, excluding purchased credit impaired loans which have not deteriorated since acquisition, by class of loans as of December 31, 2020.  The recorded investment in loans excludes accrued interest receivable due to immateriality.

December 31, 2020
Unpaid<br><br><br>Principal<br><br><br>Balance Recorded<br><br><br>Investment Allowance for<br><br><br>Loan Losses<br><br><br>Allocated
With no related allowance recorded:
Commercial real estate $ 6,279 $ 1,683 $ —
Commercial and industrial 2,087 643 —
Residential real estate 270 180 —
Agricultural real estate 3,408 1,090 —
Agricultural 11,326 4,492 —
Consumer — — —
Subtotal 23,370 8,088 —
With an allowance recorded:
Commercial real estate 7,134 5,899 2,540
Commercial and industrial 29,245 22,814 6,471
Residential real estate 3,023 2,775 610
Agricultural real estate 3,474 3,021 638
Agricultural 1,330 820 172
Consumer 294 272 68
Subtotal 44,500 35,601 10,499
Total $ 67,870 $ 43,689 $ 10,499

The table below presents average recorded investment and interest income related to nonaccrual loans for the three and nine months ended September 30, 2021 and 2020.  Interest income recognized in the following table was substantially recognized on the cash basis.  The recorded investment in loans excludes accrued interest receivable due to immateriality.

As of and for the three months ended
September 30, 2021 September 30, 2020
Average<br><br><br>Recorded<br><br><br>Investment Interest<br><br><br>Income<br><br><br>Recognized Average<br><br><br>Recorded<br><br><br>Investment Interest<br><br><br>Income<br><br><br>Recognized
With no related allowance recorded:
Commercial real estate $ — $ — $ 18 $ 35
Commercial and industrial — — 13,857 —
Residential real estate — — 4,262 14
Agricultural real estate 3,022 — — —
Agricultural 884 — — —
Consumer — — — —
Subtotal 3,906 — 18,137 49
With an allowance recorded:
Commercial real estate 7,107 1 6,324 16
Commercial and industrial 36,720 — 15,483 190
Residential real estate 2,870 24 3,586 2
Agricultural real estate 2,501 — 5,356 28
Agricultural 7,576 69 1,435 1
Consumer 215 1 271 3
Subtotal 56,989 95 32,455 240
Total $ 60,895 $ 95 $ 50,592 $ 289
As of and for the nine months ended
--- --- --- --- --- --- --- --- ---
September 30, 2021 September 30, 2020
Average<br><br><br>Recorded<br><br><br>Investment Interest<br><br><br>Income<br><br><br>Recognized Average<br><br><br>Recorded<br><br><br>Investment Interest<br><br><br>Income<br><br><br>Recognized
With no related allowance recorded:
Commercial real estate $ 421 $ 3 $ 556 $ 36
Commercial and industrial 161 35 14,229 23
Residential real estate 51 2 4,299 14
Agricultural real estate 2,307 82 566 5
Agricultural 2,156 — — —
Consumer — — — —
Subtotal 5,096 122 19,650 78
With an allowance recorded:
Commercial real estate 7,022 19 5,667 35
Commercial and industrial 31,203 119 9,507 362
Residential real estate 2,843 26 3,573 5
Agricultural real estate 3,346 54 3,534 34
Agricultural 5,991 113 1,401 1
Consumer 245 2 318 3
Subtotal 50,650 333 24,000 440
Total $ 55,746 $ 455 $ 43,650 $ 518

The following tables present the aging of the recorded investment in past due loans as of September 30, 2021, and December 31, 2020, by portfolio and class of loans.

September 30, 2021 30 - 59<br><br><br>Days<br><br><br>Past Due 60 - 89<br><br><br>Days<br><br><br>Past Due Greater<br><br><br>Than<br><br><br>90 Days<br><br><br>Past<br><br><br>Due Still On<br><br><br>Accrual Nonaccrual Loans Not<br><br><br>Past Due Total
Commercial real estate $ 2,910 $ 1,332 $ — $ 6,171 $ 1,298,294 $ 1,308,707
Commercial and industrial 3,015 736 — 43,929 521,833 569,513
Residential real estate 411 827 — 3,094 486,301 490,633
Agricultural real estate 183 — — 4,510 134,100 138,793
Agricultural 14 — — 7,078 86,675 93,767
Consumer 148 35 45 200 84,070 84,498
Total $ 6,681 $ 2,930 $ 45 $ 64,982 $ 2,611,273 $ 2,685,911
December 31, 2020 30 - 59<br><br><br>Days<br><br><br>Past Due 60 - 89<br><br><br>Days<br><br><br>Past Due Greater<br><br><br>Than<br><br><br>90 Days<br><br><br>Past<br><br><br>Due Still On<br><br><br>Accrual Nonaccrual Loans Not<br><br><br>Past Due Total
--- --- --- --- --- --- --- --- --- --- --- --- ---
Commercial real estate $ 1,374 $ 172 $ — $ 7,582 $ 1,179,568 $ 1,188,696
Commercial and industrial 261 — — 23,457 710,777 734,495
Residential real estate 377 4,712 — 2,955 373,914 381,958
Agricultural real estate 260 — 98 4,111 129,224 133,693
Agricultural 196 — — 5,312 88,814 94,322
Consumer 336 60 45 272 57,819 58,532
Total $ 2,804 $ 4,944 $ 143 $ 43,689 $ 2,540,116 $ 2,591,696

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors.  The Company analyzes loans individually by classifying the loans as to credit risk.  Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship.  Loans that participated in the short-term deferral program are not automatically considered classified solely due to a deferral, are subject to ongoing monitoring and will be downgraded or placed on nonaccrual if a noted weakness exists.  The Company uses the following definitions for risk ratings.

Pass:  Loans classified as pass include all loans that do not fall under one of the three following categories.  These loans are considered unclassified.

Special Mention:  Loans classified as special mention have a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.  These loans are considered classified.

Substandard:  Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.  These loans are considered classified.

Doubtful:  Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.  These loans are considered classified.

Based on the most recent analysis performed, the risk category of loans, by type and year of origination, at September 30, 2021, is as follows.

September 30, 2021 2021 2020 2019 2018 2017 Prior Revolving Loans<br><br><br>Amortized Cost Revolving Loans<br><br><br>Converted to Term Total
Commercial real estate
Risk rating
Pass $ 223,015 $ 206,840 $ 159,859 $ 116,392 $ 76,883 $ 142,200 $ 373,962 $ 80 $ 1,299,231
Special mention 126 — — 13 1,174 307 — — 1,620
Substandard 1,781 400 225 112 — 5,338 — — 7,856
Doubtful — — — — — — — — —
Total commercial real estate $ 224,922 $ 207,240 $ 160,084 $ 116,517 $ 78,057 $ 147,845 $ 373,962 $ 80 $ 1,308,707
Commercial and industrial
Risk rating
Pass $ 184,422 $ 97,754 $ 61,162 $ 10,682 $ 14,276 $ 9,892 $ 108,501 $ 9,966 $ 496,655
Special mention 20 — 992 1,502 290 5,802 — — 8,606
Substandard 4,175 5,891 24,390 5,485 9,838 152 11,697 2,624 64,252
Doubtful — — — — — — — — —
Total commercial and industrial $ 188,617 $ 103,645 $ 86,544 $ 17,669 $ 24,404 $ 15,846 $ 120,198 $ 12,590 $ 569,513
Residential real estate
Risk rating
Pass $ 203,231 $ 7,086 $ 24,441 $ 66,398 $ 37,495 $ 102,332 $ 46,225 $ 198 $ 487,406
Special mention — — — — — 133 — — 133
Substandard — — 147 55 850 1,802 240 — 3,094
Doubtful — — — — — — — — —
Total residential real estate $ 203,231 $ 7,086 $ 24,588 $ 66,453 $ 38,345 $ 104,267 $ 46,465 $ 198 $ 490,633
Agricultural real estate
Risk rating
Pass $ 24,730 $ 26,364 $ 12,834 $ 10,743 $ 6,318 $ 13,535 $ 37,188 $ — $ 131,712
Special mention — — — — 41 456 45 — 542
Substandard 558 65 127 1,830 2,577 487 895 — 6,539
Doubtful — — — — — — — — —
Total agricultural real estate $ 25,288 $ 26,429 $ 12,961 $ 12,573 $ 8,936 $ 14,478 $ 38,128 $ — $ 138,793
Agricultural
Risk rating
Pass $ 17,446 $ 12,508 $ 2,976 $ 1,723 $ 3,433 $ 1,571 $ 43,784 $ 78 $ 83,519
Special mention — — 84 1,345 — 895 — — 2,324
Substandard 497 2,123 1,987 1,799 153 639 726 — 7,924
Doubtful — — — — — — — — —
Total agricultural $ 17,943 $ 14,631 $ 5,047 $ 4,867 $ 3,586 $ 3,105 $ 44,510 $ 78 $ 93,767
Consumer
Risk rating
Pass $ 33,000 $ 12,047 $ 7,337 $ 3,722 $ 1,525 $ 914 $ 25,706 $ 1 $ 84,252
Special mention — — — — — — — — —
Substandard — 105 73 27 33 8 — — 246
Doubtful — — — — — — — — —
Total consumer $ 33,000 $ 12,152 $ 7,410 $ 3,749 $ 1,558 $ 922 $ 25,706 $ 1 $ 84,498
Total loans
Risk rating
Pass $ 685,844 $ 362,599 $ 268,609 $ 209,660 $ 139,930 $ 270,444 $ 635,366 $ 10,323 $ 2,582,775
Special mention 146 — 1,076 2,860 1,505 7,593 45 — 13,225
Substandard 7,011 8,584 26,949 9,308 13,451 8,426 13,558 2,624 89,911
Doubtful — — — — — — — — —
Total loans $ 693,001 $ 371,183 $ 296,634 $ 221,828 $ 154,886 $ 286,463 $ 648,969 $ 12,947 $ 2,685,911

The classification status of loans by class of loans is as follows at December 31, 2020.

December 31, 2020 Unclassified Classified Total
Commercial real estate $ 1,171,961 $ 16,735 $ 1,188,696
Commercial and industrial 674,392 60,103 734,495
Residential real estate 378,868 3,090 381,958
Agricultural real estate 125,425 8,268 133,693
Agricultural 86,629 7,693 94,322
Consumer 58,253 279 58,532
Total $ 2,495,528 $ 96,168 $ 2,591,696

Purchased Credit Impaired Loans

The Company has acquired loans, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.  Upon the Company’s adoption of ASU 2016-13, remaining credit-related discount on these assets was re-classified to the allowance for credit losses.  The Company elected the prospective transition approach and all loans previously considered purchased credit impaired are now classified as purchased with credit deterioration.  The remaining non-credit discount will continue to be accreted into income over the remaining lives of the assets.

The table below lists recorded investments in purchased credit impaired loans as of December 31, 2020.

December 31,<br><br><br>2020
Contractually required principal payments $ 41,658
Discount (17,686 )
Recorded investment $ 23,972

The accretable yield associated with these loans was $2,630 as of December 31, 2020.  The interest income recognized on these loans for the three and nine-month periods ended September 30, 2020, was $402 and $1,263.  For the three and nine-month periods ended September 30, 2020, there was a provision for loan losses of $54 and $2,072 recorded for these loans.

Troubled Debt Restructurings

Consistent with accounting and regulatory guidance, the Company recognizes a TDR when the Company, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that would not normally be considered.  Regardless of the form of concession granted, the Company’s objective in offering a TDR is to increase the probability of repayment of the borrower’s loans.

The following table summarizes the Company’s TDRs by accrual status at September 30, 2021, and December 31, 2020.

September 30, 2021 Nonaccrual Related<br><br><br>Allowance for<br><br><br>Credit Losses
Commercial real estate $ 1,786 $ 849
Commercial and industrial 12,404 869
Agricultural real estate 932 285
Agricultural 528 81
Total troubled debt restructurings $ 15,650 $ 2,084
December 31, 2020 Nonaccrual Related<br><br><br>Allowance for<br><br><br>Loan Losses
--- --- --- --- ---
Commercial real estate $ 1,167 $ 342
Commercial and industrial 13,613 1,954
Total troubled debt restructurings $ 14,780 $ 2,296

At September 30, 2021, and December 31, 2020, there were no commitments to lend additional amounts on these loans.

During the three and nine-month periods ended September 30, 2021, there was a total of $1,460 in loan modifications considered to be troubled debt restructurings. There were no loan modifications considered to be troubled debt restructurings that occurred during the three or nine-month period ended September 30, 2020.

No restructured loans that were modified within the twelve months preceding September 30, 2021 or 2020, have subsequently had a payment default.  Default is determined at 90 or more days past due, charge-off or foreclosure.

As of September 30, 2021, and December 31, 2020, we had 27 and 28 deferrals of either the full loan payment or the principal component of the loan payment on outstanding loan balances of $59,451 and $60,880 in connection with the COVID-19 relief provided by the CARES Act.  These deferrals were not considered troubled debt restructurings based on the CARES Act, CAA or regulatory guidance.

The following table lists loans included in the payment deferral program under the Cares Act by deferment type and category at September 30, 2021, and December 31, 2020.

September 30, 2021
Commercial<br><br><br>Real Estate Commercial<br><br><br>and<br><br><br>Industrial Agricultural<br><br><br>Real Estate Total
12 months partial principal only $ — $ 1,890 $ — $ 1,890
9 months principal only 11,196 — — 11,196
12 months principal only 9,341 3,484 112 12,937
6 months principal and interest, then 9 months principal only 30,815 2,613 — 33,428
Total loans $ 51,352 $ 7,987 $ 112 $ 59,451
December 31, 2020
--- --- --- --- --- --- ---
Commercial<br><br><br>Real Estate Commercial<br><br><br>and<br><br><br>Industrial Total
12 months partial principal only $ — $ 1,965 $ 1,965
6 months principal only 2,262 4,175 6,437
9 months principal only 2,459 — 2,459
12 months principal only 10,092 3,675 13,767
3 months principal and interest, then 6 months principal only — 2,824 2,824
6 months principal and interest, then 9 months principal only 30,815 2,613 33,428
Total loans $ 45,628 $ 15,252 $ 60,880

The classification status of loans participating in the payment deferral program at September 30, 2021, and December 31, 2020, is listed below.

September 30, 2021 December 31, 2020
Unclassified Classified Total Unclassified Classified Total
Commercial real estate $ 51,352 $ — $ 51,352 $ 45,628 $ — $ 45,628
Commercial and industrial 4,920 3,067 7,987 5,095 10,157 15,252
Agricultural real estate 112 — 112 — — —
Total loans $ 56,384 $ 3,067 $ 59,451 $ 50,723 $ 10,157 $ 60,880

While all industries have and will continue to experience adverse impacts as a result of COVID-19, the Company had exposures (on balance sheet loans and commitments to lend) in the following loan categories that are considered to be most at-risk of a significant impact as of September 30, 2021.

Hospitality Lending – The Company’s exposure to the hospitality sector at September 30, 2021, was $306.2 million, or 11.8%, of total loans excluding PPP loans.  As of September 30, 2021, $20.5 million of these loans were actively participating in a deferral program.

The top 20 loans within this portfolio comprise $231.1 million, or 75.8%, of the total exposure.  These loans are geographically diversified and well secured.  The borrowers are well known to the Company and experienced hoteliers who have evidenced efforts to enhance profitability in the current economic environment by driving down costs and creatively occupying their properties, including arrangements with medical professionals and others on the front line of this pandemic.  Historically, the portfolio has exhibited strong operational cash flows.  The remainder of the portfolio is comprised of many smaller balance loans.

Aircraft Manufacturing – The Company’s exposure to the aircraft manufacturing category at September 30, 2021, was $36.0 million, or 1.4%, of total loans excluding PPP loans.  As of September 30, 2021, none of these loans were actively participating in a deferral program.  The portfolio is comprised of experienced industry operators who have historically performed without exception; however, at September 30, 2021, two related entities reported in this loan category with balances totaling $20.4 million were moved to nonaccrual and classified as substandard.

The Company has worked with customers directly affected by COVID-19 and is prepared to offer short-term assistance in accordance with regulatory guidelines.  As a result of the current economic environment caused by the COVID-19 virus, the Company is engaging in frequent communication with borrowers to better understand their situation and the challenges faced, allowing us to respond proactively as needs and issues arise.

While management is optimistic about the performance of the above addressed portions of the portfolio as a whole, the Company acknowledges the risks associated with the current economic conditions and related unknowns.  These risks are believed to have been addressed and reserved for through our allowance for credit losses and associated provision for credit losses as of and for the period ended September 30, 2021.

Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk from a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company.  The allowance for credit losses on off-balance-sheet credit exposures is adjusted as a provision for credit loss expense recognized within other non-interest expense on the consolidated statements of income and included in other liabilities on the consolidated balance sheets.  The estimated credit loss includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.  The estimate of expected credit loss is based on the historical loss rate for the class of loan the commitments would be classified as if funded.

The following table lists allowance for credit losses on off-balance sheet credit exposures as of September 30, 2021.

September 30, 2021 Allowance for<br><br><br>Credit Losses
Commercial real estate $ 599
Commercial and industrial 302
Residential real estate 27
Agricultural real estate —
Agricultural 1
Consumer 395
Total allowance for credit losses $ 1,324

NOTE 4 – DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to interest-rate risk primarily from the effect of interest rate changes on its interest-earning assets and its sources of funding these assets.  The Company will periodically enter into interest rate swaps or interest rate caps/floors to manage certain interest rate risk exposure.

Interest Rate Swaps Designated as Fair Value Hedges

The Company periodically enters into interest rate swaps to hedge the fair value of certain commercial real estate loans.  These transactions are designated as fair value hedges.  In this type of transaction, the Company typically receives from the counterparty a variable-rate cash flow based on the one-month London Interbank Offered Rate (“LIBOR”) plus a spread to this index and pays a fixed-rate cash flow equal to the customer loan rate.  At September 30, 2021, the portfolio of interest rate swaps had a weighted average maturity of 5.0 years, a weighted average pay rate of 5.06% and a weighted average rate received of 2.83%.  At December 31,

2020, the portfolio of interest rate swaps had a weighted average maturity of 6.3 years, a weighted average pay rate of 5.19% and a weighted average rate received of 3.21%.

Stand-Alone Derivatives

The Company periodically enters into interest rate swaps with our borrowers and simultaneously enters into swaps with a counterparty with offsetting terms for the purpose of providing our borrowers long-term fixed rate loans.  Neither swap is designated as a hedge and both are marked to market through earnings.  At September 30, 2021, this portfolio of interest rate swaps had a weighted average maturity of 9.0 years, weighted average pay rate of 4.32% and a weighted average rate received of 4.32%.  At December 31, 2020, this portfolio of interest rate swaps had a weighted average maturity of 7.9 years, weighted average pay rate of 4.34% and weighted average rate received of 4.34%.

Reconciliation of Derivative Fair Values and Gains/(Losses)

The notional amount of a derivative contract is a factor in determining periodic interest payments or cash flows received or paid.  The notional amount of derivatives serves as a level of involvement in various types of derivatives.  The notional amount does not represent the Company’s overall exposure to credit or market risk, generally, the exposure is significantly smaller.

The following table shows the notional balances and fair values (including net accrued interest) of the derivatives outstanding by derivative type at September 30, 2021, and December 31, 2020.

September 30, 2021 December 31, 2020
Notional<br><br><br>Amount Derivative<br><br><br>Assets Derivative<br><br><br>Liabilities Notional<br><br><br>Amount Derivative<br><br><br>Assets Derivative<br><br><br>Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps $ 4,323 $ — $ 272 $ 5,585 $ — $ 497
Total derivatives designated as hedging relationships 4,323 — 272 5,585 — 497
Derivatives not designated as hedging instruments:
Interest rate swaps 137,277 5,074 5,525 119,341 7,172 7,820
Total derivatives not designated as hedging<br><br><br>instruments 137,277 5,074 5,525 119,341 7,172 7,820
Total $ 141,600 5,074 5,797 $ 124,926 7,172 8,317
Cash collateral — (5,550 ) — (8,440 )
Netting adjustments 248 248 123 123
Net amount presented in Balance Sheet $ 5,322 $ 495 $ 7,295 $ —

The table below lists designated and qualifying hedged items in fair value hedges at September 30, 2021, and December 31, 2020.

September 30, 2021 December 31, 2020
Carrying Amount Hedging Fair Value Adjustment Fair Value Adjustments on Discontinued Hedges Carrying Amount Hedging Fair Value Adjustment Fair Value Adjustments on Discontinued Hedges
Commercial real estate loans $ 4,323 $ 266 $ — $ 5,583 $ 491 $ —
Total $ 4,323 $ 266 $ — $ 5,583 $ 491 $ —

The Company reports hedging derivative gains (losses) as adjustments to loan interest income along with the related net interest settlements and the derivative gains (losses) and net interest settlements for economic derivatives are reported in other income. For the three and nine-month periods ended September 30, 2021 and 2020, the Company recorded net gains (losses) on derivatives and hedging activities.

Three Months Ended<br><br><br>September 30, Nine Months Ended<br><br><br>September 30,
2021 2020 2021 2020
Derivatives designated as hedging instruments:
Interest rate swaps $ — $ — $ — $ —
Total net gain (loss) related to fair value hedges — — — —
Derivatives not designated as hedging instruments:
Economic hedges:
Interest rate swaps (49 ) 77 196 (407 )
Total net gains (losses) related to derivatives not<br><br><br>designated as hedging instruments (49 ) 77 196 (407 )
Net gains (losses) on derivatives and hedging activities $ (49 ) $ 77 $ 196 $ (407 )

The following table shows the recorded net gains (losses) on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the Company’s net interest income for the three-month periods ended September 30, 2021 and 2020.

September 30, 2021
Gain/(Loss)<br><br><br>on Derivatives Gain/(Loss)<br><br><br>on Hedged<br><br><br>Items Net Fair Value<br><br><br>Hedge<br><br><br>Gain/(Loss) Effect of<br><br><br>Derivatives on<br><br><br>Net Interest<br><br><br>Income
Commercial real estate loans $ (20 ) $ 20 $ — $ (25 )
Total $ (20 ) $ 20 $ — $ (25 )
September 30, 2020
--- --- --- --- --- --- --- --- --- --- ---
Gain/(Loss)<br><br><br>on Derivatives Gain/(Loss)<br><br><br>on Hedged<br><br><br>Items Net Fair Value<br><br><br>Hedge<br><br><br>Gain/(Loss) Effect of<br><br><br>Derivatives on<br><br><br>Net Interest<br><br><br>Income
Commercial real estate loans $ 27 $ (27 ) $ — $ (28 )
Total $ 27 $ (27 ) $ — $ (28 )

The following table shows the recorded net gains (losses) on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the Company’s net interest income for the nine-month periods ended September 30, 2021 and 2020.

September 30, 2021
Gain/(Loss)<br><br><br>on Derivatives Gain/(Loss)<br><br><br>on Hedged<br><br><br>Items Net Fair Value<br><br><br>Hedge<br><br><br>Gain/(Loss) Effect of<br><br><br>Derivatives on<br><br><br>Net Interest<br><br><br>Income
Commercial real estate loans $ (191 ) $ 191 $ — $ (81 )
Total $ (191 ) $ 191 $ — $ (81 )
September 30, 2020
--- --- --- --- --- --- --- --- --- --- ---
Gain/(Loss)<br><br><br>on Derivatives Gain/(Loss)<br><br><br>on Hedged<br><br><br>Items Net Fair Value<br><br><br>Hedge<br><br><br>Gain/(Loss) Effect of<br><br><br>Derivatives on<br><br><br>Net Interest<br><br><br>Income
Commercial real estate loans $ (409 ) $ 409 $ — $ (61 )
Total $ (409 ) $ 409 $ — $ (61 )

NOTE 5 – LEASE OBLIGATIONS

Right-of-use asset and lease obligations by type of property for the periods ended September 30, 2021, and December 31, 2020, are listed below.

September 30, 2021
Operating Leases Right-of-Use<br><br><br>Asset Lease<br><br><br>Liability Weighted<br><br><br>Average<br><br><br>Lease Term<br><br><br>in Years Weighted<br><br><br>Average<br><br><br>Discount<br><br><br>Rate
Land and building leases $ 3,228 $ 3,215 17.1 2.99 %
Total operating leases $ 3,228 $ 3,215 17.1 2.99 %
December 31, 2020
--- --- --- --- --- --- --- --- --- ---
Operating Leases Right-of-Use<br><br><br>Asset Lease<br><br><br>Liability Weighted<br><br><br>Average<br><br><br>Lease Term<br><br><br>in Years Weighted<br><br><br>Average<br><br><br>Discount<br><br><br>Rate
Land and building leases $ 3,540 $ 3,524 16.9 2.99 %
Total operating leases $ 3,540 $ 3,524 16.9 2.99 %

Operating lease costs for the three and nine-month periods ended September 30, 2021 and 2020, are listed below.

Three Months Ended<br><br><br>September 30, Nine Months Ended<br><br><br>September 30,
2021 2020 2021 2020
Operating lease cost $ 127 $ 184 $ 378 $ 549
Short-term lease cost — — — —
Variable lease cost 8 3 21 22
Total operating lease cost $ 135 $ 187 $ 399 $ 571

There were no sales and leaseback transactions, leverage leases, lease transactions with related parties or leases that had not yet commenced during the three or nine-month periods ended September 30, 2021.

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is listed below.

Lease Payments September 30,<br><br><br>2021
Due in one year or less $ 460
Due after one year through two years 431
Due after two years through three years 237
Due after three years through four years 214
Due after four years through five years 210
Thereafter 2,675
Total undiscounted cash flows 4,227
Discount on cash flows (1,012 )
Total operating lease liability $ 3,215

NOTE 6 – BORROWINGS

Federal funds purchased and retail repurchase agreements

Federal funds purchased and retail repurchase agreements as of September 30, 2021, and December 31, 2020, are listed below.

September 30,<br><br><br>2021 December 31,<br><br><br>2020
Federal funds purchased $ — $ —
Retail repurchase agreements 39,137 36,029

The Company has available federal funds lines of credit with its correspondent banks.

Securities sold under agreements to repurchase (retail repurchase agreements) consist of obligations of the Company to other parties.  The obligations are secured by residential mortgage-backed securities held by the Company with a fair value of $51,032 and $47,113 at September 30, 2021, and December 31, 2020.  The agreements are on a day-to-day basis and can be terminated on demand.

The following table presents the borrowing usage and interest rate information for federal funds purchased and retail repurchase agreements at September 30, 2021, and December 31, 2020.

September 30,<br><br><br>2021 December 31,<br><br><br>2020
Year-to-date average daily balance during the period $ 43,673 $ 45,041
Maximum month-end balance year-to-date $ 47,184 $ 53,543
Weighted average interest rate at period-end 0.24 % 0.22 %

Federal Home Loan Bank advances

Federal Home Loan Bank advances include both draws against the Company’s line of credit and fixed rate term advances.  In July 2021, all the Company’s Federal Home Loan Bank term advances were prepaid.  The Company recorded a loss on debt extinguishment related to this prepayment of $372 for the nine months ended September 30, 2021.  There were no Federal Home Loan Bank line of credit advances outstanding as of September 30, 2021.

Federal Home Loan Bank advances as of December 31, 2020, are listed below.

December 31,<br><br><br>2020 Weighted Average Rate Weighted Average Term in Years
Federal Home Loan Bank line of credit advances $ — — —
Federal Home Loan Bank fixed-rate term advances 10,107 2.79 % 2.3
Total principal outstanding 10,107
Merger purchase accounting adjustment 37
Total Federal Home Loan Bank advances $ 10,144

The advances, Mortgage Partnership Finance credit enhancement obligations and letters of credit were collateralized by certain qualifying loans totaling $742,792 and $763,506 at September 30, 2021, and December 31, 2020.  Based on this collateral and the Company’s holdings of Federal Home Loan Bank stock, the Company was eligible to borrow an additional $723,708 and $661,490 at September 30, 2021, and December 31, 2020.

Federal Reserve Bank discount window

At September 30, 2021, to support the $267,098 borrowing capacity from the Federal Reserve Bank, the Company has pledged loans with an outstanding balance of $328,596 and securities with a fair value of $46,935.  No borrowings were secured from this facility at periods ended September 30, 2021 or 2020.

Bank stock loan

The Company entered into an agreement with an unaffiliated financial institution that provided for a maximum borrowing facility of $40,000, secured by the Company’s stock in Equity Bank.  The loan was renewed and amended on June 30, 2020, with a maturity date of August 15, 2021, and was extended to November 13, 2021.  Each draw of funds on the facility will create a separate note that is repayable over a term of five years.  Each note will bear interest at the greater of a variable interest rate equal to the prime rate published in the “Money Rates” section of The Wall Street Journal (or any generally recognized successor), floating daily, or a floor of 3.50%.  Accrued interest and principal payments will be due quarterly with one final payment of unpaid principal and interest due at the end of the five-year term of each separate note.  The Company is also required to pay an unused commitment fee in an amount equal to 20 basis points per annum on the unused portion of the maximum borrowing facility.

There were no outstanding principal balances on the bank stock loan at September 30, 2021, or December 31, 2020.

The terms of the borrowing facility require the Company and Equity Bank to maintain minimum capital ratios and other covenants.  In the event of default, the lender has the option to declare all outstanding balances immediately due. The Company believes it is in compliance with the terms of the borrowing facility and has not been otherwise notified of noncompliance.

Subordinated debt

Subordinated debt as of September 30, 2021, and December 31, 2020, are listed below.

September 30,<br><br><br>2021 December 31,<br><br><br>2020
Subordinated debentures $ 15,111 $ 14,872
Subordinated notes 72,919 72,812
Total $ 88,030 $ 87,684

Subordinated debentures

In conjunction with prior acquisitions, the Company assumed certain subordinated debentures owed to special purpose unconsolidated subsidiaries that are controlled by the Company.  These subordinated debentures have the same terms as the trust preferred securities issued by the special purpose unconsolidated subsidiaries.

FCB Capital Trust II (“CTII”):  The trust preferred securities issued by CTII accrue and pay distributions quarterly at three-month LIBOR plus 2.00% on the stated liquidation amount of the trust preferred securities.  These trust preferred securities are mandatorily redeemable upon maturity on April 15, 2035, or upon earlier redemption.

FCB Capital Trust III (“CTIII”):  The trust preferred securities issued by CTIII accrue and pay distributions quarterly at three-month LIBOR plus 1.89% on the stated liquidation amount of the trust preferred securities.  These trust preferred securities are mandatorily redeemable upon maturity on June 15, 2037, or upon earlier redemption.

Community First (AR) Statutory Trust I (“CFSTI”):  The trust preferred securities issued by CFSTI accrue and pay distributions quarterly at three-month LIBOR plus 3.25% on the stated liquidation amount of the trust preferred securities.  These trust preferred securities are mandatorily redeemable upon maturity on December 26, 2032, or upon earlier redemption.

Subordinated debentures as of September 30, 2021, and December 31, 2020, are listed below.

September 30,<br><br><br>2021 Weighted Average Rate Weighted Average Term in Years
CTII subordinated debentures $ 10,310 2.13 % 13.5
CTIII subordinated debentures 5,155 2.01 % 15.7
CFSTI subordinated debentures 5,155 3.38 % 11.2
Total contractual balance 20,620
Fair market value adjustments (5,509 )
Total subordinated debentures $ 15,111
December 31,<br><br><br>2020 Weighted Average Rate Weighted Average Term in Years
--- --- --- --- --- --- --- --- ---
CTII subordinated debentures $ 10,310 2.24 % 14.3
CTIII subordinated debentures 5,155 2.11 % 16.5
CFSTI subordinated debentures 5,155 3.50 % 12.0
Total contractual balance 20,620
Fair market value adjustments (5,748 )
Total subordinated debentures $ 14,872

Subordinated notes

On June 29, 2020, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $42,000 in aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated notes due 2030.  The notes were issued under an Indenture, dated as of June 29, 2020 (the “Indenture”), by and between the Company and UMB Bank, N.A., as trustee.  The notes will mature on June 30, 2030.  From June 29, 2020, through June 29, 2025, the Company will pay interest on the notes semi-annually in arrears on June 30 and December 30 of each year, commencing on December 30, 2020, at a fixed interest rate of 7.00%.  Beginning June 30, 2025, the notes convert to a floating interest rate, to be reset quarterly, equal to the then-current Three-Month Term SOFR, as defined in the Indenture, plus 688 basis points.  Interest payments during the floating-rate period will be paid quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing on September 30, 2025.  On July 23, 2020, the Company closed on an additional $33,000 of subordinated notes with the same terms as the June 29, 2020, issue.

Subordinated notes as of September 30, 2021, are listed below.

September 30,<br><br><br>2021 Weighted Average Rate Weighted Average Term in Years
Subordinated notes $ 75,000 7.00 % 8.8
Total principal outstanding 75,000
Debt issuance cost (2,081 )
Total subordinated notes $ 72,919

Subordinated notes as of December 31, 2020, are listed below.

December 31,<br><br><br>2020 Weighted Average Rate Weighted Average Term in Years
Subordinated notes $ 75,000 7.00 % 9.5
Total principal outstanding 75,000
Debt issuance cost (2,188 )
Total subordinated notes $ 72,812

Future principal repayments

Future principal repayments of the September 30, 2021, outstanding balances are as follows.

Retail Repurchase Agreements Subordinated Debentures Subordinated Notes Total
Due in one year or less $ 39,137 $ — $ — $ 39,137
Due after one year through two years — — — —
Due after two years through three years — — — —
Due after three years through four years — — — —
Due after four years through five years — — — —
Thereafter — 20,620 75,000 95,620
Total $ 39,137 $ 20,620 $ 75,000 $ 134,757

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred stock

The Company’s articles of incorporation provide for the issuance of 10,000,000 shares of preferred stock.  At September 30, 2021, and December 31, 2020, there was no preferred stock outstanding.

Common stock

The Company’s articles of incorporation provide for the issuance of 45,000,000 shares of Class A voting common stock (“Class A common stock”) and 5,000,000 shares of Class B non-voting common stock (“Class B common stock”), both of which have a par value of $0.01 per share.

The following table presents shares that were issued, held in treasury or were outstanding at September 30, 2021, and December 31, 2020.

September 30,<br><br><br>2021 December 31,<br><br><br>2020
Class A common stock – issued 17,530,223 17,224,830
Class A common stock – held in treasury (3,164,438 ) (2,684,274 )
Class A common stock – outstanding 14,365,785 14,540,556
Class B common stock – issued 234,903 234,903
Class B common stock – held in treasury (234,903 ) (234,903 )
Class B common stock – outstanding — —

In 2019, the Company’s Board of Directors adopted the Equity Bancshares, Inc. 2019 Employee Stock Purchase Plan (“ESPP”).  The ESPP enables eligible employees to purchase the Company’s common stock at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each offering period.  ESPP compensation expense of $33 and $88 was recorded for the three and nine-month periods ended September 30, 2021.  ESPP compensation expense of $19 and $69 was recorded for the three and nine-month periods ended September 30, 2020.  The following table presents the offering periods and costs associated with this program during the reporting period.

Offering Period Shares Purchased Cost Per Share Compensation Expense
August 15, 2019 to February 14, 2020 16,764 $ 21.11 $ 63
February 15, 2020 to August 14, 2020 17,829 13.61 43
August 15, 2020 to February 14, 2021 17,621 13.68 42
February 15, 2021 to August 14, 2021 16,034 20.50 58

Treasury stock is stated at cost, determined by the first-in first-out method.

On April 18, 2019, the Company’s Board of Directors authorized the repurchase of up to 1,100,000 shares of the Company’s outstanding common stock, from time to time, beginning April 29, 2019, and concluding October 30, 2020.  The repurchase program did not obligate the Company to acquire a specific dollar amount or number of shares and it could be extended, modified or

discontinued at any time without notice.  The Company repurchased the total authorized amount of 1,100,000 shares at a weighted average price paid of $21.54 under the repurchase program authorized in April 2019.

In September of 2020, the Company’s Board of Directors authorized an additional repurchase of up to 800,000 shares of the Company’s outstanding common stock, from time to time, beginning October 30, 2020, and concluding October 29, 2021.  The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and it could be extended, modified or discontinued at any time without notice.  Under this program, during the year ended December 31, 2020, the Company repurchased a total of 313,231 shares of the Company’s outstanding common stock at an average price paid of $20.82 per share.  During the three and nine-months ended September 30, 2021, the Company repurchased a total of 57,239 and 363,321 shares of the Company’s outstanding common stock at an average price paid of $30.64 and $26.90 per share.  At September 30, 2021, there are 123,448 shares remaining available for repurchase under the program.

In September of 2021, the Company’s Board of Directors authorized the repurchase of up to an additional 1,000,000 shares of the Company’s outstanding common stock, from time to time, beginning October 29, 2021, and concluding October 28, 2022.  The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and it may be extended, modified or discontinued at any time without notice.  On October 20, 2021, the Federal Reserve Bank of Kansas City advised the Company that it had no objection to the authorization of this repurchase plan.

Accumulated other comprehensive income (loss)

At September 30, 2021, and December 31, 2020, accumulated other comprehensive income consisted of (i) the after-tax effect of unrealized gains on available-for-sale securities and (ii) the after-tax effect of unamortized unrealized gains (losses) on securities transferred from the available-for-sale designation to the held-to-maturity designation.

Components of accumulated other comprehensive income as of September 30, 2021, and December 31, 2020, are listed below.

Available-for-<br><br><br>Sale<br><br><br>Securities Accumulated<br><br><br>Other<br><br><br>Comprehensive<br><br><br>Income (Loss)
September 30, 2021
Net unrealized or unamortized gains $ 12,658 $ 12,658
Tax effect (3,183 ) (3,183 )
$ 9,475 $ 9,475
December 31, 2020
Net unrealized or unamortized gains $ 26,426 $ 26,426
Tax effect (6,645 ) (6,645 )
$ 19,781 $ 19,781

NOTE 8 – REGULATORY MATTERS

Banks and bank holding companies (on a consolidated basis) are subject to regulatory capital requirements administered by federal banking agencies.  Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices.  Capital amounts and classifications are also subject to qualitative judgments by regulators.  Failure to meet capital requirements can initiate regulatory action.  The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015 and became fully phased in January 1, 2019.  The Basel III rules require banks to maintain a Common Equity Tier 1 capital ratio of 6.5%, a total Tier 1 capital ratio of 8%, a total capital ratio of 10% and a leverage ratio of 5% to be deemed “well capitalized” for purposes of certain rules and prompt corrective action requirements.  The risk-based ratios include a “capital conservation buffer” of 2.5% which can limit certain activities of an institution, including payment of dividends, share repurchases and discretionary bonuses to executive officers, if its capital level is below the buffer amount.  Management believes as of September 30, 2021, the Company and Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition.  If adequately capitalized, regulatory approval is required to accept brokered deposits.  If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.

As of September 30, 2021, the most recent notifications from the federal regulatory agencies categorized Equity Bank as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, Equity Bank must

maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below.  There are no conditions or events since that notification that management believes have changed Equity Bank’s category.

The Company’s and Equity Bank’s capital amounts and ratios at September 30, 2021, and December 31, 2020, are presented in the table below.  Ratios provided for Equity Bancshares, Inc. represent the ratios of the Company on a consolidated basis.

Actual Minimum Required for<br><br><br>Capital Adequacy Under Basel III To Be Well<br><br><br>Capitalized Under<br><br><br>Prompt Corrective<br><br><br>Provisions
Amount Ratio Amount Ratio Amount Ratio
Septembert 30, 2021
Total capital to risk weighted assets
Equity Bancshares, Inc. $ 489,725 16.63 % $ 309,171 10.50 % $ N/A N/A
Equity Bank 463,171 15.74 % 308,881 10.50 % 294,172 10.00 %
Tier 1 capital to risk weighted assets
Equity Bancshares, Inc. 379,787 12.90 % 250,281 8.50 % N/A N/A
Equity Bank 426,186 14.49 % 250,046 8.50 % 235,338 8.00 %
Common equity Tier 1 capital to risk weighted assets
Equity Bancshares, Inc. 364,676 12.39 % 206,114 7.00 % N/A N/A
Equity Bank 426,186 14.49 % 205,920 7.00 % 191,212 6.50 %
Tier 1 leverage to average assets
Equity Bancshares, Inc. 379,787 9.02 % 168,368 4.00 % N/A N/A
Equity Bank 426,186 10.13 % 168,241 4.00 % 210,302 5.00 %
December 31, 2020
Total capital to risk weighted assets
Equity Bancshares, Inc. $ 462,865 17.35 % $ 280,072 10.50 % $ N/A N/A
Equity Bank 418,992 15.73 % 279,646 10.50 % 266,329 10.00 %
Tier 1 capital to risk weighted assets
Equity Bancshares, Inc. 356,707 13.37 % 226,725 8.50 % N/A N/A
Equity Bank 385,696 14.48 % 226,380 8.50 % 213,064 8.00 %
Common equity Tier 1 capital to risk weighted assets
Equity Bancshares, Inc. 341,835 12.82 % 186,714 7.00 % N/A N/A
Equity Bank 385,696 14.48 % 186,431 7.00 % 173,114 6.50 %
Tier 1 leverage to average assets
Equity Bancshares, Inc. 356,707 9.30 % 153,490 4.00 % N/A N/A
Equity Bank 385,696 10.07 % 153,276 4.00 % 191,595 5.00 %

Equity Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval.

NOTE 9 – EARNINGS PER SHARE

The following table presents earnings per share for the three and nine-month periods ended September 30, 2021 and 2020.

Three months ended Nine months ended
September 30,<br><br><br>2021 September 30,<br><br><br>2020 September 30,<br><br><br>2021 September 30,<br><br><br>2020
Basic:
Net income (loss) allocable to common stockholders $ 11,773 $ (90,405 ) $ 42,014 $ (87,458 )
Weighted average common shares outstanding 14,384,285 15,040,386 14,393,853 15,210,856
Weighted average vested restricted stock units 17 21 3,293 1,045
Weighted average shares 14,384,302 15,040,407 14,397,146 15,211,901
Basic earnings (loss) per common share $ 0.82 $ (6.01 ) $ 2.92 $ (5.75 )
Diluted:
Net income (loss) allocable to common stockholders $ 11,773 $ (90,405 ) $ 42,014 $ (87,458 )
Weighted average common shares outstanding for:
Basic earnings per common share 14,384,302 15,040,407 14,397,146 15,211,901
Dilutive effects of the assumed exercise of stock options 158,768 — 178,314 —
Dilutive effects of the assumed vesting of restricted stock units 125,321 — 110,617 —
Dilutive effects of the assumed exercise of ESPP purchases 921 — 2,015 —
Average shares and dilutive potential common shares 14,669,312 15,040,407 14,688,092 15,211,901
Diluted earnings (loss) per common share $ 0.80 $ (6.01 ) $ 2.86 $ (5.75 )

Dilutive shares not included above due to the net loss in the period.

Three months ended Nine months ended
September 30,<br><br><br>2021 September 30,<br><br><br>2020 September 30,<br><br><br>2021 September 30,<br><br><br>2020
Dilutive effects of the assumed exercise of stock options — 50,376 — 96,125
Dilutive effects of the assumed vesting of restricted stock units — 32,428 — 29,486
Dilutive effects of the assumed exercise of ESPP purchases — 2,043 — 3,289
Total dilutive shares — 84,847 — 128,900

Average shares not included in the computation of diluted earnings per share because they were antidilutive are shown in the following table.

Three months ended Nine months ended
September 30,<br><br><br>2021 September 30,<br><br><br>2020 September 30,<br><br><br>2021 September 30,<br><br><br>2020
Stock options 291,680 483,181 298,629 408,300
Restricted stock units — 226,139 — 181,344
Total antidilutive shares 291,680 709,320 298,629 589,644

NOTE 10 – FAIR VALUE

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments.  Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  For disclosure purposes, the Company groups its financial and non-financial assets and liabilities into three different levels based on the nature of the instrument and the availability and reliability of the information that is used to determine fair value.  The three levels of inputs that may be used to measure fair values are defined as follows.

Level 1:  Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2:  Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3:  Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Level 1 inputs are considered to be the most transparent and reliable.  The Company assumes the use of the principal market to conduct a transaction of each particular asset or liability being measured and then considers the assumptions that market participants would use when pricing the asset or liability.  Whenever possible, the Company first looks for quoted prices for identical assets or liabilities in active markets (Level 1 inputs) to value each asset or liability.  However, when inputs from identical assets or liabilities on active markets are not available, the Company utilizes market observable data for similar assets and liabilities.  The Company maximizes the use of observable inputs and limits the use of unobservable inputs to occasions when observable inputs are not available.  The need to use unobservable inputs generally results from the lack of market liquidity of the actual financial instrument or of the underlying collateral.  Although, in some instances, third party price indications may be available, limited trading activity can challenge the implied value of those quotations.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of each instrument under the hierarchy.

Fair Value of Assets and Liabilities Measured on a Recurring Basis

The fair values of securities available-for-sale and equity securities with readily determinable fair value are carried at fair value on a recurring basis.  To the extent possible, observable quoted prices in an active market are used to determine fair value and, as such, these securities are classified as Level 1.  For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities, generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).  The Company’s available-for-sale securities, including U.S. Government sponsored entity securities, residential mortgage-backed securities (all of which are issued or guaranteed by government sponsored agencies), corporate securities, Small Business Administration securities, and State and Political Subdivision securities are classified as Level 2.

The fair values of derivatives are determined based on a valuation pricing model using readily available observable market parameters such as interest rate yield curves (Level 2 inputs) adjusted for credit risk attributable to the seller of the interest rate derivative.  Cash collateral received from or delivered to a derivative counterparty is classified as Level 1.

Assets and liabilities measured at fair value on a recurring basis are summarized in the following table.

September 30, 2021
(Level 1) (Level 2) (Level 3)
Assets:
Available-for-sale securities:
U.S. Government-sponsored entities $ — $ 99,740 $ —
U.S. Treasury securities — 86,806 —
Mortgage backed securities
Government-sponsored residential mortgage backed securities — 649,025 —
Private label residential mortgage backed securities — 147,948 —
Corporate — 54,071 —
Small Business Administration loan pools — 10,465 —
State and political subdivisions — 109,368 —
Derivative assets:
Derivative assets (included in other assets) — 5,074 —
Cash collateral held by counterparty and netting adjustments 248 — —
Total derivative assets 248 5,074 —
Other assets:
Equity securities with readily determinable fair value 598 — —
Total other assets 598 — —
Total assets $ 846 $ 1,162,497 $ —
Liabilities:
Derivative liabilities:
Derivative liabilities (included in other liabilities) $ — $ 5,797 $ —
Cash collateral held by counterparty and netting adjustments (5,302 ) — —
Total derivative liabilities (5,302 ) 5,797 —
Total liabilities $ (5,302 ) $ 5,797 $ —
December 31, 2020
--- --- --- --- --- --- --- ---
(Level 1) (Level 2) (Level 3)
Assets:
Available-for-sale securities:
U.S. Government-sponsored entities $ — $ 1,023 $ —
U.S. Treasury securities — 4,025 —
Mortgage backed securities
Government-sponsored residential mortgage<br><br><br>backed securities — 651,425 —
Private label residential mortgage backed securities — 44,178 —
Corporate — 53,650 —
Small Business Administration loan pools — 1,270 —
State and political subdivisions — 116,256 —
Derivative assets:
Derivative assets (included in other assets) — 7,172 —
Cash collateral held by counterparty and netting adjustments 123 — —
Total derivative assets 123 7,172 —
Other assets:
Equity securities with readily determinable fair value 506 — —
Total other assets 506 — —
Total assets $ 629 $ 878,999 $ —
Liabilities:
Derivative liabilities:
Derivative liabilities (included in other liabilities) $ — $ 8,317 $ —
Cash collateral held by counterparty and netting adjustments (8,317 ) — —
Total derivative liabilities (8,317 ) 8,317 —
Total liabilities $ (8,317 ) $ 8,317 $ —

There were no material transfers between levels during the nine months ended September 30, 2021, or the year ended December 31, 2020.  The Company’s policy is to recognize transfers into or out of a level as of the end of a reporting period.

Fair Value of Assets and Liabilities Measured on a Non-recurring Basis

Certain assets are measured at fair value on a non-recurring basis when there is evidence of impairment.  The fair value of individually evaluated securities is determined as discussed previously for available-for-sale securities.  The fair values of individually evaluated loans with specific allocations of the allowance for credit losses are generally based on recent real estate appraisals of the collateral less estimated cost to sell.  Declines in the fair values of other real estate owned subsequent to their initial acquisitions are also based on recent real estate appraisals less estimated selling costs.

Real estate appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.  Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available.  We routinely value loans other than real estate as multiples of earnings or with the discounted cash flow approach and adjustments are made to observable market data to make the valuation consistent with the underlying credit.  Such adjustments made to real estate appraisals and other loan valuations are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Assets measured at fair value on a non-recurring basis are summarized below.

September 30, 2021
(Level 1) (Level 2) (Level 3)
Individually evaluated loans:
Commercial real estate $ — $ — $ 4,454
Commercial and industrial — — 33,845
Residential real estate — — 2,480
Agricultural real estate — — 2,700
Other — — 3,647
Other real estate owned:
Commercial real estate — — 2,274
Residential real estate — — 433
December 31, 2020
--- --- --- --- --- --- ---
(Level 1) (Level 2) (Level 3)
Individually evaluated loans:
Commercial real estate $ — $ — $ 3,359
Commercial and industrial — — 16,343
Residential real estate — — 2,165
Agricultural real estate — — 2,383
Other — — 852
Other real estate owned:
Commercial real estate — — 3,882
Residential real estate — — 469

The Company did not record any liabilities for which the fair value was measured on a non-recurring basis at September 30, 2021, or December 31, 2020.

Valuations of individually evaluated loans and other real estate owned utilize third party appraisals or broker price opinions and were classified as Level 3 due to the significant judgment involved.  Appraisals may include the utilization of unobservable inputs, subjective factors and quantitative data to estimate fair market value.

The following table presents additional information about the unobservable inputs used in the fair value measurement of financial assets measured on a nonrecurring basis that were categorized with Level 3 of the fair value hierarchy.

Fair Value Valuation<br><br><br>Technique Unobservable<br><br><br>Input Range<br><br><br>(weighted average) or Multiple of Earnings
September 30, 2021
Individually evaluated real estate loans $ 35,591 Sales<br><br><br>Comparison<br><br><br>Approach Adjustments for<br><br><br>differences between<br><br><br>comparable sales 4% - 37%<br><br><br>(21%)
Individually evaluated other loans $ 11,535 Multiple of Earnings Multiples of earnings for comparable entities 4.5X - 5.5X<br><br><br>(5X)
Individually evaluated other real estate owned $ 2,707 Sales<br><br><br>Comparison<br><br><br>Approach Adjustments for<br><br><br>differences between<br><br><br>comparable sales 8% - 24%<br><br><br>(16%)
December 31, 2020
Individually evaluated real estate loans $ 13,443 Sales<br><br><br>Comparison<br><br><br>Approach Adjustments for<br><br><br>differences between<br><br><br>comparable sales 2% - 22%<br><br><br>(12%)
Individually evaluated other loans $ 11,659 Multiple of Earnings Multiples of earnings for comparable entities 4.5X - 5.5X<br><br><br>(5X)
Individually evaluated other real estate owned $ 4,351 Sales<br><br><br>Comparison<br><br><br>Approach Adjustments for<br><br><br>differences between<br><br><br>comparable sales 16% - 42%<br><br><br>(29%)

Carrying amount and estimated fair values of financial instruments at period end were as follows.

September 30, 2021
Carrying<br><br><br>Amount Estimated<br><br><br>Fair Value (Level 1) (Level 2) (Level 3)
Financial assets:
Cash and cash equivalents $ 142,318 $ 142,318 $ 142,318 $ — $ —
Available-for-sale securities 1,157,423 1,157,423 — 1,157,423 —
Loans held for sale 4,108 4,108 — 4,108 —
Loans, net of allowance for credit losses 2,633,148 2,619,364 — — 2,619,364
Federal Reserve Bank and Federal Home<br><br><br>Loan Bank stock 14,540 14,540 — 14,540 —
Interest receivable 15,519 15,519 — 15,519 —
Derivative assets 5,074 5,074 — 5,074 —
Cash collateral held by derivative counterparty<br><br><br>and netting adjustments 248 248 248 — —
Total derivative assets 5,322 5,322 248 5,074 —
Equity securities with readily determinable fair value 598 598 598 — —
Total assets $ 3,972,976 $ 3,959,192 $ 143,164 $ 1,196,664 $ 2,619,364
Financial liabilities:
Deposits $ 3,662,777 $ 3,682,101 $ — $ 3,682,101 $ —
Federal funds purchased and retail<br><br><br>repurchase agreements 39,137 39,137 — 39,137 —
Subordinated debentures 15,111 15,111 — 15,111 —
Subordinated notes 72,919 82,294 — 82,294 —
Contractual obligations 18,771 18,771 — 18,771 —
Interest payable 1,850 1,850 — 1,850 —
Derivative liabilities 5,797 5,797 — 5,797 —
Cash collateral held by derivative counterparty<br><br><br>and netting adjustments (5,302 ) (5,302 ) (5,302 ) — —
Total derivative liabilities 495 495 (5,302 ) 5,797 —
Total liabilities $ 3,811,060 $ 3,839,759 $ (5,302 ) $ 3,845,061 $ —
December 31, 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Carrying<br><br><br>Amount Estimated<br><br><br>Fair Value (Level 1) (Level 2) (Level 3)
Financial assets:
Cash and cash equivalents $ 280,698 $ 280,698 $ 280,698 $ — $ —
Interest-bearing time deposits in other banks 249 249 — 249 —
Available-for-sale securities 871,827 871,827 — 871,827 —
Loans held for sale 12,394 12,394 — 12,394 —
Loans, net of allowance for credit losses 2,557,987 2,430,325 — — 2,430,325
Federal Reserve Bank and Federal Home<br><br><br>Loan Bank stock 16,415 16,415 — 16,415 —
Interest receivable 15,831 15,831 — 15,831 —
Derivative assets 7,172 7,172 — 7,172 —
Cash collateral held by derivative counterparty<br><br><br>and netting adjustments 123 123 123 — —
Total derivative assets 7,295 7,295 123 7,172 —
Equity securities with readily determinable fair value 506 506 506 — —
Total assets $ 3,763,202 $ 3,635,540 $ 281,327 $ 923,888 $ 2,430,325
Financial liabilities:
Deposits $ 3,447,590 $ 3,451,366 $ — $ 3,451,366 $ —
Federal funds purchased and retail<br><br><br>repurchase agreements 36,029 36,029 — 36,029 —
Federal Home Loan Bank advances 10,144 10,656 — 10,656 —
Subordinated debentures 14,872 14,872 — 14,872 —
Subordinated notes 72,812 80,448 — 80,448 —
Contractual obligations 5,189 5,189 — 5,189 —
Interest payable 1,231 1,231 — 1,231 —
Derivative liabilities 8,317 8,317 — 8,317 —
Cash collateral held by derivative counterparty<br><br><br>and netting adjustments (8,317 ) (8,317 ) (8,317 ) — —
Total derivative liabilities — — (8,317 ) 8,317 —
Total liabilities $ 3,587,867 $ 3,599,791 $ (8,317 ) $ 3,608,108 $ —

The fair value of off-balance-sheet items is not considered material.

NOTE 11 – COMMITMENTS AND CREDIT RISK

The Company extends credit for commercial real estate mortgages, residential mortgages, working capital financing and loans to businesses and consumers.

Commitments to Originate Loans and Available Lines of Credit

Commitments to originate loans and available lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since a portion of the commitments and lines of credit may expire without being drawn upon, the total commitment and lines of credit amounts do not necessarily represent future cash requirements.  Each customer’s creditworthiness is evaluated on a case-by-case basis.  The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty.  Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.  Mortgage loans in the process of origination represent amounts that the Company plans to fund within a normal period of 60 to 90 days, and which are intended for sale to investors in the secondary market.

The contractual amounts of commitments to originate loans and available lines of credit as of September 30, 2021, and December 31, 2020, were as follows.

September 30, 2021 December 31, 2020
Fixed<br><br><br>Rate Variable<br><br><br>Rate Fixed<br><br><br>Rate Variable<br><br><br>Rate
Commitments to make loans $ 59,847 $ 177,414 $ 50,123 $ 129,860
Mortgage loans in the process of origination 12,259 4,781 13,826 1,713
Unused lines of credit 98,497 239,224 120,720 226,731

The fixed rate loan commitments have interest rates ranging from 2.49% to 8.00% and maturities ranging from 1 month to 370 months.

Standby Letters of Credit

Standby letters of credit are irrevocable commitments issued by the Company to guarantee the performance of a customer to a third party once specified pre-conditions are met.  Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions.  Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations.  The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers.

The contractual amounts of standby letters of credit as of September 30, 2021, and December 31, 2020, were as follows.

September 30, 2021 December 31, 2020
Fixed<br><br><br>Rate Variable<br><br><br>Rate Fixed<br><br><br>Rate Variable<br><br><br>Rate
Standby letters of credit $ 9,936 $ 2,225 $ 9,020 $ 3,314

NOTE 12 – LEGAL MATTERS

The Company is party to various matters of litigation in the ordinary course of business.  The Company periodically reviews all outstanding pending or threatened legal proceedings and determines if such matters will have an adverse effect on the business, financial condition or results of operations or cash flows.  A loss contingency is recorded when the outcome is probable and reasonably able to be estimated.  The loss contingency described below has been identified by the Company as reasonably possible to result in an unfavorable outcome for the Company or the Bank.

Equity Bank is a party to a lawsuit filed on November 5, 2020, in Missouri federal court on behalf of one of our customers, alleging improperly collected overdraft fees on two separate legal theories.  The plaintiff seeks to have the case certified as a class action.  The Bank was served on February 2, 2021.  The Company filed a motion to dismiss the claims on April 26, 2021.  In response, the Plaintiff amended its lawsuit and dropped one of the two claims.  The Company filed a motion to dismiss the remaining claim in the Amended Complaint on June 26, 2021 and continues to defend against the claim now asserted.  The Company believes that the lawsuit is without merit and it intends to vigorously defend against the claim now asserted.  At this time, the Company is unable to reasonably estimate the outcome of this litigation.

NOTE 13 – REVENUE RECOGNITION

The majority of the Company’s revenues come from interest income on financial instruments, including loans, leases, securities and derivatives, which are outside the scope of ASC 606.  The Company’s services that fall within the scope of ASC 606 are presented with non-interest income and are recognized as revenue as the Company satisfies its obligation to the customer.  Services within the scope of ASC 606 include service charges and fees on deposits, debit card income, investment referral income, insurance sales commissions and other non-interest income related to loans and deposits.

Except for gains or losses from the sale of other real estate owned, all of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized in non-interest income.  The following table presents the Company’s sources of non-interest income for the three and nine-month periods ended September 30, 2021 and 2020.

Three Months Ended<br><br><br>September 30, Nine Months Ended<br><br><br>September 30,
2021 2020 2021 2020
Non-interest income
Service charges and fees $ 2,360 $ 1,706 $ 6,125 $ 5,097
Debit card income 2,574 2,491 7,603 6,735
Mortgage banking^(a)^ 801 877 2,584 2,298
Increase in bank-owned life insurance^(a)^ 1,169 489 2,446 1,452
Net gain (loss) on acquisition^(a)^ — — 585 —
Net gain (loss) from securities transactions^(a)^ 381 — 398 12
Other
Investment referral income 189 163 506 461
Trust income 340 128 836 283
Insurance sales commissions 217 42 323 71
Recovery on zero-basis purchased loans^(a)^ 9 10 62 116
Income (loss) from equity method investments^(a)^ (56 ) 3 (167 ) 3
Other non-interest income related to loans<br><br><br>and deposits (178 ) 539 2,270 756
Other non-interest income not related to<br><br><br>loans and deposits^(a)^ 25 37 72 239
Total other non-interest income 546 922 3,902 1,929
Total $ 7,831 $ 6,485 $ 23,643 $ 17,523
^(a)^ Not within the scope of ASC 606.

NOTE 14 – BUSINESS COMBINATIONS

At the close of business on October 23, 2020, the Company acquired the assets and assumed the deposit liabilities of Almena State Bank (“Almena”), based in Norton, Kansas, pursuant to a Purchase and Assumption Agreement facilitated by the Federal Deposit Insurance Corporation (“FDIC”).  Acquisition costs related to this acquisition during the nine months ended September 30, 2021 were $237 ($177 on an after-tax basis).

During the nine months ended September 30, 2021, the Company updated the valuation for certain Almena loans which at acquisition showed evidence of credit quality deterioration since origination.  The net result of this valuation was a $585 addition to the gain on acquisition recorded during the fourth quarter of 2020.

NOTE 15 – SUBSEQUENT EVENTS

On October 1, 2021, the Company completed its acquisition of American State Bancshares, Inc. (“ASB”) pursuant to the terms of the Agreement and Plan of Reorganization, dated May 14, 2021 (the “Merger Agreement”), by and among the Company, Greyhounds Merger Sub, Inc., and ASB.  At the effective time of the merger (the “Effective Time”), Greyhounds Merger Sub, Inc. merged with and into ASB, with ASB surviving the merger as a wholly-owned subsidiary of the Company.  Following the Effective Time, ASB merged with and into the Company, with the Company surviving the merger.  Subsequently, American State Bank & Trust Company (“American State Bank”), ASB’s wholly-owned banking subsidiary, merged into Equity Bank, with Equity Bank surviving the merger.  American State Bank had a total of seventeen locations in Kansas prior to its merger with Equity Bank.  Results of operations of ASB were included in the Company’s results of operations beginning October 2, 2021.  Acquisition costs related to this acquisition during the nine months ended September 30, 2021, were $4,390 ($3,401 on an after-tax basis).

In connection with the merger, the Company assumed ASB’s rights, title and obligations under the indenture, dated as of September 15, 2005 (the “Indenture”), by and between ASB and the Wilmington Trust Company (the “Trustee”), pursuant to that certain First Supplemental Indenture, dated as of October 1, 2021 (the “Supplemental Indenture”), by and among the Company, ASB and the Trustee.  ASB had issued $7,732 principal amount of its Floating Rate Junior Subordinated Deferrable Interest notes due 2035 under the Indenture.

In their September 30, 2021, unaudited Consolidated Report of Condition, American State Bank reported total assets of $788,452, which included total loans of $452,690 and securities of $177,207.  At September 30, 2021, total liabilities of $690,098 were reported by American State Bank, which included deposits of $659,072.  American State Bank reported $5,388 in net income before income taxes for the nine months ended September 30, 2021.  The Company anticipates there will be goodwill and core deposit

intangibles recorded with this acquisition.  Goodwill is calculated as the excess of the cash consideration transferred over the net of the acquisition-date fair value of identifiable assets acquired and liabilities assumed.

On July 19, 2021, the Company announced that Equity Bank signed a definitive branch purchase and assumption agreement to acquire the assets and assume the deposits of three bank locations in St. Joseph, Missouri, from Security Bank of Kansas City, a subsidiary of Valley View Financial Co. of Overland Park, Kansas.  The Company anticipates closing the transaction in the fourth quarter of 2021, subject to customary closing conditions, including the receipt of regulatory approval.

On October 25, 2021, the Company announced that Equity Bank signed a definitive purchase and assumption agreement with United Bank & Trust in Marysville, Kansas, (“UBT”) with UBT acquiring certain assets and assuming deposits of bank locations in Concordia, Belleville and Clyde, Kansas, which were previously acquired in the ASB acquisition, from Equity Bank.  UBT and Equity anticipate completing the acquisition in the second quarter of 2022.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K filed with the SEC on March 9, 2021, and our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report.  The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance.  We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material.  See “Cautionary Note Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A: Risk Factors” included in the Annual Report on Form 10-K and in Item 1A of this Quarterly Report.  We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

This discussion and analysis of our financial condition and results of operation includes the following sections:

• Overview – a general description of our business and financial highlights;
• Critical Accounting Policies – a discussion of accounting policies that require critical estimates and assumptions;
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• Recent Developments – a discussion of COVID-19 and the CARES Act
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• Results of Operations – an analysis of our operating results, including disclosures about the sustainability of our earnings;
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• Financial Condition – an analysis of our financial position;
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• Liquidity and Capital Resources – an analysis of our cash flows and capital position; and
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• Non-GAAP Financial Measures – a reconciliation of non-GAAP measures.
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Overview

We are a bank holding company headquartered in Wichita, Kansas. Our wholly-owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through our network of 51 full-service banking sites located in Arkansas, Kansas, Missouri and Oklahoma.  As of September 30, 2021, we had consolidated total assets of $4.26 billion, total loans held for investment, net of allowance, of $2.63 billion, total deposits of $3.66 billion and total stockholders’ equity of $417.7 million.  During the three and nine-month periods ended September 30, 2021, the Company had net income of $11.8 million and $42.0 million.  Due primarily to a goodwill impairment charge of $104.8 million during the three-month period ended September 30, 2020, there was a net loss of $90.4 million and $87.5 million for the three and nine-month periods ended September 30, 2020.

Selected Financial Data for the periods indicated (dollars in thousands, except per share amounts).

September 30,<br><br><br>2021 June 30,<br><br><br>2021 March 31,<br><br><br>2021 December 31,<br><br><br>2020 September 30,<br><br><br>2020
Statement of Income Data (for the quarterly period ended)
Interest and dividend income $ 42,446 $ 38,318 $ 35,812 $ 39,989 $ 37,082
Interest expense 3,471 3,688 4,053 4,430 4,975
Net interest income 38,975 34,630 31,759 35,559 32,107
Provision (reversal) for credit losses 1,058 (1,657 ) (5,756 ) 1,000 815
Net gain (loss) from securities transactions 381 — 17 (1 ) —
Other non-interest income 7,450 9,100 6,695 8,501 6,485
Loss on debt extinguishment 372 — — — —
Merger expenses 4,015 460 152 299 —
Goodwill impairment — — — — 104,831
Other non-interest expense 26,302 25,346 24,729 28,161 26,004
Income (loss) before income taxes 15,059 19,581 19,346 14,599 (93,058 )
Provision for income taxes 3,286 4,415 4,271 2,111 (2,653 )
Net income (loss) 11,773 15,166 15,075 12,488 (90,405 )
Net income (loss) allocable to common stockholders 11,773 15,166 15,075 12,488 (90,405 )
Basic earnings (loss) per share $ 0.82 $ 1.06 $ 1.04 $ 0.85 $ (6.01 )
Diluted earnings (loss) per share $ 0.80 $ 1.03 $ 1.02 $ 0.84 $ (6.01 )
Balance Sheet Data (at period end)
Cash and cash equivalents $ 142,318 $ 139,321 $ 136,688 $ 280,698 $ 65,839
Available-for-sale securities 1,157,423 1,041,613 998,100 871,827 798,576
Loans held for sale 4,108 6,183 8,609 12,394 9,053
Gross loans held for investment 2,685,911 2,815,061 2,795,740 2,591,696 2,725,713
Allowance for credit losses 52,763 51,834 55,525 33,709 34,087
Loans held for investment, net of allowance for credit<br><br><br>losses 2,633,148 2,763,227 2,740,215 2,557,987 2,691,626
Goodwill and core deposit intangibles, net 44,564 45,594 46,624 47,658 48,702
Other intangible assets, net 1,098 1,109 1,119 1,130 1,142
Total assets 4,263,268 4,268,216 4,196,184 4,013,356 3,865,571
Total deposits 3,662,777 3,687,555 3,634,530 3,447,590 3,133,618
Borrowings 127,167 144,300 138,053 133,857 301,694
Total liabilities 3,845,519 3,855,221 3,798,369 3,605,707 3,463,399
Total stockholders’ equity 417,749 412,995 397,815 407,649 402,172
Tangible common equity* 372,087 366,292 350,072 358,861 352,328
Performance ratios
Return on average assets (ROAA) annualized 1.09 % 1.44 % 1.48 % 1.27 % (8.90 )%
Return on average equity (ROAE) annualized 11.05 % 15.06 % 15.45 % 12.13 % (74.45 )%
Return on average tangible common equity (ROATCE)<br><br><br>annualized* 13.27 % 17.98 % 18.57 % 14.93 % (108.31 )%
Yield on loans annualized 5.43 % 4.75 % 4.59 % 5.23 % 4.65 %
Cost of interest-bearing deposits annualized 0.28 % 0.31 % 0.36 % 0.43 % 0.50 %
Net interest margin annualized 3.86 % 3.50 % 3.31 % 3.88 % 3.47 %
Efficiency ratio* 56.65 % 58.85 % 64.18 % 67.19 % 67.38 %
Non-interest income / average assets annualized 0.73 % 0.86 % 0.66 % 0.86 % 0.64 %
Non-interest expense / average assets annualized 2.85 % 2.45 % 2.44 % 2.90 % 12.88 %
Capital Ratios
Tier 1 Leverage Ratio 9.02 % 8.88 % 8.73 % 9.30 % 8.76 %
Common Equity Tier 1 Capital Ratio 12.39 % 12.41 % 12.53 % 12.82 % 12.76 %
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Tier 1 Risk Based Capital Ratio 12.90 % 12.93 % 13.08 % 13.37 % 13.32 %
Total Risk Based Capital Ratio 16.63 % 16.74 % 17.02 % 17.35 % 17.35 %
Equity / Assets 9.80 % 9.68 % 9.48 % 10.16 % 10.40 %
Tangible common equity to tangible assets* 8.82 % 8.68 % 8.44 % 9.05 % 9.23 %
Book value per share $ 29.08 $ 28.76 $ 27.66 $ 28.04 $ 27.08
Tangible common book value per share* $ 25.90 $ 25.51 $ 24.34 $ 24.68 $ 23.72
Tangible common book value per diluted share* $ 25.42 $ 24.98 $ 23.87 $ 24.32 $ 23.57

* The value noted is considered a Non-GAAP financial measure.  For a reconciliation of Non-GAAP financial measures see “Non-GAAP Financial Measures” in this Item 2.

Critical Accounting Policies

Our significant accounting policies are integral to understanding the results reported.  Our accounting policies are described in detail in Note 1 to the December 31, 2020, audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 9, 2021.  We adopted ASU 2016-13 effective January 1, 2021, prior to that we utilized the probable incurred loss method for determining the allowance for loan losses.  Other than the adoption of ASU 2016-13 we have not had any changes in our critical accounting policies.  We have identified the following accounting policies and estimates that, due to the difficult, subjective or complex judgments and assumptions inherent in those policies and estimates and the potential sensitivity of our financial statements to those judgments and assumptions, are critical to an understanding of our financial condition and results of operations.  We believe that the judgments, estimates and assumptions used in the preparation of our financial statements are appropriate.  For additional information, see “NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Condensed Notes to Interim Consolidated Financial Statements.

Allowance for Credit Losses for Loans:  The allowance for credit losses for loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio.  Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain.  The actual realized facts and circumstances may be different than those currently estimated by management and may result in significant changes in the allowance for credit losses in future periods.  The allowance for credit losses for loans, as reported in our consolidated balance sheets, is adjusted by provision for credit losses, which is recognized in earnings, and is reduced by the charge-off of loan amounts, net of recoveries.

The Company utilizes primarily two methods for estimating the allowance for credit losses.  Non-performing loans primarily utilize a collateral specific fair value impairment method and performing loans primarily utilize a historical loss method. The performing loan method utilizes a probability of default (PD) and loss given default (LGD) modeling approach for historical loss coupled with a macroeconomic factor analysis derived from a statistical regression of loss experience correlated to changes in economic factors for all commercial banks operating within our geographical footprint. The macroeconomic regression is based on a multivariate approach and includes key indicators that provide the highest cumulative adjusted R-square figure.  Economic factors include, but are not limited to, national unemployment, gross domestic product, market interest rates and property pricing indices.  The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses.  The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements period over period.  The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time.  The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios.  These adjustments are based upon quarterly trend assessments in projective economic sentiment, portfolio concentrations, policy exceptions, personnel retention, independent loan review results, collateral considerations, risk ratings and competition.  The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors.  To arrive at the most predictive calculation, a lag factor was applied to these inputs, resulting in current and historic economic inputs driving the projection of loss over our reasonable and supportable forecast period, which management has defined as 12 months for all portfolio segments.  Following the reasonable and supportable forecast period, loss experience immediately reverts to the current historical loss experience of the Company.  The resultant loss rates are applied to the estimated future exposure at default (EAD), as determined based on contractual amortization terms through an average default month and estimated prepayment experience in arriving at the quantitative reserve within our allowance for credit losses.

The allowance represents management’s best estimate, but significant downturns in circumstances relating to loan quality and economic conditions could result in a requirement for additional allowance.  Likewise, an upturn in loan quality and improved economic conditions may allow a reduction in the required allowance.  In either instance, unanticipated changes could have a significant impact on results of operations.

Goodwill Impairment:  For a business combination, we are required to record the assets acquired, including identified intangible assets, and the liabilities assumed at fair value.  Estimating fair value often involves estimates based on third party valuations, such as appraisals, internal valuations based on discounted cash flow analyses or other valuation techniques that may include estimates of attrition, inflation, interest rates, asset growth rates or other relevant factors.  Goodwill recorded must be reviewed for impairment on an annual basis, as well as on an interim basis, if triggering events indicate that the asset might be impaired.  An impairment loss must be recognized for any excess of carrying value over the fair value of the goodwill.

Significant downturns in economic or business conditions could have a significant adverse impact on the carrying value of goodwill and could result in impairment losses affecting our financial statements.

Income Taxes:  We are subject to the income tax laws of the U.S., its states and the municipalities in which we operate.  These laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities.  We review income tax expense and the carrying value of deferred tax assets quarterly, and as new information becomes available, the balances are adjusted as appropriate.  The FASB ASC 740-10 prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements.

In establishing a provision for income tax expense, we must make judgements and interpretations about the application of these inherently complex tax laws.  We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions.  Disputes over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the tax authority upon examination or audit.

Although management believes that the judgements and estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could be material.

Recent Developments

The Company has been, and may continue to be, impacted by the COVID-19 pandemic.  In recent months, vaccination rates have been increasing and restrictive measures have eased in certain areas.  However, uncertainty remains about the duration of the pandemic and the timing and strength of the global economy’s recovery.  To address the economic impact of the pandemic in the U.S., multiple stimulus packages have been enacted to provide economic relief to individuals and businesses, including the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which established the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”), and the American Rescue Plan Act of 2021, enacted in March 2021.

As the pandemic evolves, we continue to evaluate protocols and processes in place to execute our business continuity plans while promoting the health and safety of our employees and continuing to support our customers and communities.

We have been an active participant in all phases of the PPP, administered by the SBA, and have helped many of our customers obtain loans through the program.  PPP loans have a two or five-year term and earn interest at 1.0%.  As of September 30, 2021, the Company has 443 loans, with an outstanding balance of $95.8 million that were originated under this program.  It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government.

The Company also participates in the Main Street Lending Program (“MSL Program”), created by the Federal Reserve to support lending to small and medium-sized businesses and nonprofit organizations that were in sound financial condition before the onset of the COVID-19 pandemic.  There was a total of $14.2 million outstanding under the MSL Program for the period ended September 30, 2021.

For additional information, see “NOTE 15 – SUBSEQUENT EVENTS” in the Condensed Notes to Interim Consolidated Financial Statements.

Results of Operations

We generate the majority of our revenue from interest income and fees on loans, interest and dividends on investment securities and non-interest income, such as service charges and fees, debit card income, trust and wealth management fees and mortgage banking income.  We incur interest expense on deposits and other borrowed funds and non-interest expense, such as salaries and employee benefits and occupancy expenses.  On October 23, 2020, we completed our acquisition of the assets and assumption of the deposits and certain other liabilities for two branches in Almena and Norton, Kansas (“Almena acquisition”), pursuant to a Purchase and Assumption Agreement facilitated by the Federal Deposit Insurance Corporation (“FDIC”).  Results of operations from our Almena acquisition were included in our financial results beginning October 24, 2020.

Changes in interest rates on interest-earning assets or on interest-bearing liabilities, as well as the volume and types of interest-earning assets and interest-bearing liabilities are the largest drivers of periodic change in net interest income.  Fluctuations in interest

rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international environments and conditions in domestic and foreign financial markets.  Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Arkansas, Kansas, Missouri and Oklahoma, as well as developments affecting the commercial, consumer and real estate sectors within these markets.

Net Income

Three months ended September 30, 2021, compared with three months ended September 30, 2020:  Net income and net income allocable to common stockholders for the three months ended September 30, 2021, was $11.8 million as compared to a net loss and net loss allocable to common stockholders of $90.4 million for the three months ended September 30, 2020, an increase of $102.2 million.  During the three-month period ended September 30, 2021, a decrease in non-interest expense of $100.1 million, primarily due to a $104.8 million charge to goodwill impairment in the third quarter of 2020, an increase in net interest income of $6.9 million, primarily due to fees related to PPP loans and an increase in non-interest income of $1.3 million were partially offset by increases of $5.9 million in provision for income taxes and $243 thousand in provision for credit losses when compared with the three months ended September 30, 2020.  The changes in the components of net income are discussed in more detail in the following “Results of Operations” sections.

Nine months ended September 30, 2021, compared with nine months ended September 30, 2020:  Net income and net income allocable to common stockholders for the nine months ended September 30, 2021, was $42.0 million as compared to a net loss and net loss allocable to common stockholders of $87.5 million for the nine months ended September 30, 2020, an increase of $129.5 million.  During the nine-month period ended September 30, 2021, a decrease in non-interest expense of $99.2 million, primarily due to a $104.8 million charge to goodwill impairment during the nine months ended September 30, 2020, a decrease in provision for credit losses of $29.6 million, an increase in net interest income of $8.3 million and an increase in non-interest income of $6.1 million were partially offset by an increase in provision for income taxes of $13.7 million when compared with the nine months ended September 30, 2020.  The changes in the components of net income are discussed in more detail in the following “Results of Operations” sections.

Net Interest Income and Net Interest Margin Analysis

Net interest income is the difference between interest income on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds.  To evaluate net interest income, management measures and monitors (1) yields on loans and other interest-earning assets, (2) the costs of deposits and other funding sources, (3) the net interest spread and (4) net interest margin.  Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities.  Net interest margin is calculated as net interest income divided by average interest-earning assets.  Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources of funds.  Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change,” and is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a “yield/rate change.”

Three months ended September 30, 2021, compared with three months ended September 30, 2020:  The following table shows the average balance of each principal category of assets, liabilities and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the three months ended September 30, 2021 and 2020.  The yields and rates are calculated by dividing annualized income or annualized expense by the average daily balances of the associated assets or liabilities.

Average Balance Sheets and Net Interest Analysis

For the Three Months Ended September 30,
2021 2020
(Dollars in thousands) Average<br><br><br>Outstanding<br><br><br>Balance Interest<br><br><br>Income/<br><br><br>Expense Average<br><br><br>Yield/<br><br><br>Rate^(^^3)(4)^ Average<br><br><br>Outstanding<br><br><br>Balance Interest<br><br><br>Income/<br><br><br>Expense Average<br><br><br>Yield/<br><br><br>Rate^(^^3)(4)^
Interest-earning assets:
Loans^(^^1)^
Commercial and industrial $ 630,622 $ 13,646 8.59 % $ 848,096 $ 8,400 3.94 %
Commercial real estate 1,009,141 12,072 4.75 % 979,775 12,886 5.23 %
Real estate construction 283,106 2,664 3.73 % 214,775 2,233 4.14 %
Residential real estate 512,135 5,073 3.93 % 429,965 4,733 4.38 %
Agricultural real estate 134,673 1,819 5.36 % 131,725 1,718 5.19 %
Agricultural 91,878 1,370 5.92 % 84,859 1,204 5.65 %
Consumer 86,647 937 4.29 % 69,485 1,104 6.32 %
Total loans 2,748,202 37,581 5.43 % 2,758,680 32,278 4.65 %
Taxable securities 966,651 3,920 1.61 % 683,630 3,476 2.02 %
Nontaxable securities 94,527 655 2.75 % 118,895 923 3.09 %
Federal funds sold and other 196,129 290 0.59 % 117,963 405 1.36 %
Total interest-earning assets 4,005,509 42,446 4.20 % 3,679,168 37,082 4.01 %
Non-interest-earning assets:
Other real estate owned, net 10,395 7,332
Premises and equipment, net 90,911 87,344
Bank-owned life insurance 103,425 76,235
Goodwill, core deposit and other intangibles, net 46,335 154,049
Other non-interest-earning assets 18,723 37,060
Total assets $ 4,275,298 $ 4,041,188
Interest-bearing liabilities:
Interest-bearing demand deposits $ 989,798 503 0.20 % $ 827,190 501 0.24 %
Savings and money market 1,092,717 359 0.13 % 957,701 374 0.16 %
Savings, NOW and money market 2,082,515 862 0.16 % 1,784,891 875 0.19 %
Certificates of deposit 619,525 1,019 0.65 % 645,516 2,189 1.35 %
Total interest-bearing deposits 2,702,040 1,881 0.28 % 2,430,407 3,064 0.50 %
FHLB term and line of credit advances 1,401 10 2.78 % 248,437 471 0.75 %
Subordinated debt 87,960 1,556 7.02 % 79,947 1,415 7.04 %
Other borrowings 43,220 24 0.23 % 48,774 25 0.20 %
Total interest-bearing liabilities 2,834,621 3,471 0.49 % 2,807,565 4,975 0.70 %
Non-interest-bearing liabilities and<br><br><br>stockholders’ equity:
Non-interest-bearing checking accounts 984,129 715,403
Non-interest-bearing liabilities 33,669 35,132
Stockholders’ equity 422,879 483,088
Total liabilities and stockholders’ equity $ 4,275,298 $ 4,041,188
Net interest income $ 38,975 $ 32,107
Interest rate spread 3.71 % 3.31 %
Net interest margin^(^^2)^ 3.86 % 3.47 %
Total cost of deposits, including non-interest<br><br><br>bearing deposits $ 3,686,169 $ 1,881 0.20 % $ 3,145,810 $ 3,064 0.39 %
Average interest-earning assets to<br><br><br>interest-bearing liabilities 141.31 % 131.04 %
(1) Average loan balances include nonaccrual loans.
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(2) Net interest margin is calculated by dividing annualized net interest income by average interest-earnings assets for the period.
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(3) Tax exempt income is not included in the above table on a tax equivalent basis.
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(4) Actual unrounded values are used to calculate the reported yield or rate disclosed.  Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same amounts.
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Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest yields/rates.  The following table analyzes the change in volume variances and yield/rate variances for the three-month periods ended September 30, 2021 and 2020.

Analysis of Changes in Net Interest Income

For the Three Months Ended September 30, 2021 and 2020

Increase (Decrease) Due to: Total<br><br><br>Increase /
(Dollars in thousands) Volume^(^^1)^ Yield/Rate^(^^1)^ (Decrease)
Interest-earning assets:
Loans
Commercial and industrial $ (2,608 ) $ 7,854 $ 5,246
Commercial real estate 378 (1,192 ) (814 )
Real estate construction 658 (227 ) 431
Residential real estate 846 (506 ) 340
Agricultural real estate 39 62 101
Agricultural 104 62 166
Consumer 235 (402 ) (167 )
Total loans (348 ) 5,651 5,303
Taxable securities 1,242 (798 ) 444
Nontaxable securities (177 ) (91 ) (268 )
Federal funds sold and other 186 (301 ) (115 )
Total interest-earning assets 903 4,461 5,364
Interest-bearing liabilities:
Savings, NOW and money market 139 (152 ) (13 )
Certificates of deposit (85 ) (1,085 ) (1,170 )
Total interest-bearing deposits 54 (1,237 ) (1,183 )
FHLB term and line of credit advances (808 ) 347 (461 )
Subordinated debt 142 (1 ) 141
Other borrowings (4 ) 3 (1 )
Total interest-bearing liabilities (616 ) (888 ) (1,504 )
Net Interest Income $ 1,519 $ 5,349 $ 6,868
(1) The effect of changes in volume is determined by multiplying the change in volume by the previous year’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the prior year’s volume.  The changes attributable to both volume and rate, which cannot be segregated, have been allocated to the volume variance and the rate variance in proportion to the relationship of the absolute dollar amount of the change in each.
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The yield on loans increased by 78 basis points to 5.43% for the quarter ended September 30, 2021, when compared to the quarter ended September 30, 2020.  This increase was primarily driven by the forgiveness of SBA PPP loans during the quarter, which led to an increase of $5.5 million in loan fee income.  This positive factor was partially offset by a $10.5 million reduction in average loan volume.

The reduction in expense on interest-bearing deposits was primarily due to a decrease of 22 basis points in cost on these deposits from 0.50% for the three months ended September 30, 2020, to 0.28% for the three months ended September 30, 2021.  Average borrowings from the FHLB decreased by $247.0 million from an average balance of $248.4 million for the three months ended September 30, 2020, to an average balance of $1.4 million for the three months ended September 30, 2021, due to the extinguishment of outstanding FHLB fixed term advances in early July 2021.  Costs associated with interest-bearing liabilities decreased 21 basis points in the quarter as compared to the quarter ended September 30, 2020.  The reduction is reflective of the Company’s continued efforts to attract and retain strong, low-cost deposit relationships, excess liquidity in the economy leading to higher carrying balances and less demand for loan volume and the Company’s prudent efforts to decrease leverage while managing our balance sheet position.  The positive factors were partially offset by the cost of the Company’s subordinated debt issuance which solidified capital and positioned the Company to be able to take advantage of potential growth opportunities coming out of the COVID economic cycle.

When compared to the quarter ended September 30, 2020, net interest margin increased 39 basis points during the quarter ended September 30, 2021, mainly due to the above mentioned $5.5 million increase in loan fees

Nine months ended September 30, 2021, compared with nine months ended September 30, 2020:  The following table shows the average balance of each principal category of assets, liabilities and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the nine months ended September 30, 2021 and 2020.  The yields and rates are calculated by dividing annualized income or annualized expense by the average daily balances of the associated assets or liabilities.

Average Balance Sheets and Net Interest Analysis

For the Nine Months Ended September 30,
2021 2020
(Dollars in thousands) Average<br><br><br>Outstanding<br><br><br>Balance Interest<br><br><br>Income/<br><br><br>Expense Average<br><br><br>Yield/<br><br><br>Rate^(^^3)(4)^ Average<br><br><br>Outstanding<br><br><br>Balance Interest<br><br><br>Income/<br><br><br>Expense Average<br><br><br>Yield/<br><br><br>Rate^(^^3)(4)^
Interest-earning assets:
Loans^(^^1)^
Commercial and industrial $ 752,795 $ 34,609 6.15 % $ 757,773 $ 26,789 4.72 %
Commercial real estate 990,803 34,943 4.72 % 942,478 36,533 5.18 %
Real estate construction 264,344 7,195 3.64 % 245,167 8,644 4.71 %
Residential real estate 457,761 14,167 4.14 % 464,340 14,528 4.18 %
Agricultural real estate 135,795 5,203 5.12 % 133,302 5,574 5.59 %
Agricultural 93,680 3,432 4.90 % 86,873 3,752 5.77 %
Consumer 84,285 2,843 4.51 % 67,255 3,461 6.87 %
Total loans 2,779,463 102,392 4.93 % 2,697,188 99,281 4.92 %
Taxable securities 898,461 11,242 1.67 % 737,009 12,113 2.20 %
Nontaxable securities 100,495 2,096 2.79 % 125,352 2,769 2.95 %
Federal funds sold and other 175,761 846 0.64 % 102,202 1,409 1.84 %
Total interest-earning assets 3,954,180 116,576 3.94 % 3,661,751 115,572 4.22 %
Non-interest-earning assets:
Other real estate owned, net 10,659 7,054
Premises and equipment, net 90,483 85,862
Bank-owned life insurance 97,445 75,755
Goodwill, core deposit and other intangibles, net 47,341 155,774
Other non-interest-earning assets 17,204 43,422
Total assets $ 4,217,312 $ 4,029,618
Interest-bearing liabilities:
Interest-bearing demand deposits $ 1,007,582 1,608 0.21 % $ 764,477 2,618 0.46 %
Savings and money market 1,069,061 1,120 0.14 % 990,282 2,305 0.31 %
Savings, NOW and money market 2,076,643 2,728 0.18 % 1,754,759 4,923 0.37 %
Certificates of deposit 606,151 3,588 0.79 % 728,083 8,904 1.63 %
Total interest-bearing deposits 2,682,794 6,316 0.31 % 2,482,842 13,827 0.74 %
FHLB term and line of credit advances 16,325 155 1.27 % 271,548 2,198 1.08 %
Federal Reserve Bank discount window 4 — 0.25 % 3,288 6 0.24 %
Bank stock loan — — 0.00 % 16,111 415 3.44 %
Subordinated debt 87,839 4,669 7.11 % 36,712 1,953 7.11 %
Other borrowings 43,673 72 0.22 % 44,754 80 0.24 %
Total interest-bearing liabilities 2,830,635 11,212 0.53 % 2,855,255 18,479 0.86 %
Non-interest-bearing liabilities and<br><br><br>stockholders’ equity:
Non-interest-bearing checking accounts 947,185 658,714
Non-interest-bearing liabilities 31,874 32,562
Stockholders’ equity 407,618 483,087
Total liabilities and stockholders’ equity $ 4,217,312 $ 4,029,618
Net interest income $ 105,364 $ 97,093
Interest rate spread 3.41 % 3.36 %
Net interest margin^(^^2)^ 3.56 % 3.54 %
Total cost of deposits, including non-interest<br><br><br>bearing deposits $ 3,629,979 $ 6,316 0.23 % $ 3,141,556 $ 13,827 0.59 %
Average interest-earning assets to interest-bearing<br><br><br>liabilities 139.69 % 128.25 %
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(1) Average loan balances include nonaccrual loans.
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(2) Net interest margin is calculated by dividing annualized net interest income by average interest-earnings assets for the period.
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(3) Tax exempt income is not included in the above table on a tax equivalent basis.
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(4) Actual unrounded values are used to calculate the reported yield or rate disclosed.  Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same amounts.
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Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest yields/rates.  The following table analyzes the change in volume variances and yield/rate variances for the nine-month periods ended September 30, 2021 and 2020.

Analysis of Changes in Net Interest Income

For the Nine Months Ended September 30, 2021 and 2020

Increase (Decrease) Due to: Total<br><br><br>Increase /
(Dollars in thousands) Volume(1) Yield/Rate(1) (Decrease)
Interest-earning assets:
Loans
Commercial and industrial $ (177 ) $ 7,997 $ 7,820
Commercial real estate 1,812 (3,402 ) (1,590 )
Real estate construction 637 (2,086 ) (1,449 )
Residential real estate (205 ) (156 ) (361 )
Agricultural real estate 103 (474 ) (371 )
Agricultural 279 (599 ) (320 )
Consumer 748 (1,366 ) (618 )
Total loans 3,197 (86 ) 3,111
Taxable securities 2,350 (3,221 ) (871 )
Nontaxable securities (526 ) (147 ) (673 )
Federal funds sold and other 668 (1,231 ) (563 )
Total interest-earning assets 5,689 (4,685 ) 1,004
Interest-bearing liabilities:
Savings, NOW and money market 838 (3,033 ) (2,195 )
Certificates of deposit (1,303 ) (4,013 ) (5,316 )
Total interest-bearing deposits (465 ) (7,046 ) (7,511 )
FHLB term and line of credit advances (2,365 ) 322 (2,043 )
Federal Reserve Bank discount window (6 ) — (6 )
Bank stock loan (415 ) — (415 )
Subordinated debt 2,718 (2 ) 2,716
Other borrowings (2 ) (6 ) (8 )
Total interest-bearing liabilities (535 ) (6,732 ) (7,267 )
Net Interest Income $ 6,224 $ 2,047 $ 8,271
(1) The effect of changes in volume is determined by multiplying the change in volume by the previous year’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the prior year’s volume.  The changes attributable to both volume and rate, which cannot be segregated, have been allocated to the volume variance and the rate variance in proportion to the relationship of the absolute dollar amount of the change in each.
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The increase in loan interest income, including loan fees, was driven by an increase of $12.2 million in loan fees during the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020, primarily due to the forgiveness of SBA PPP loans.  In addition, average loan volume increased $82.3 million during the first nine months of 2021, as compared to the first nine months of 2020.  Overall average balances on interest-earning assets were slightly higher but were partially offset by a reduction in average rates during the nine months period ended September 30, 2021, as compared to the same nine-month period in 2020.

The reduction in expense on interest-bearing deposits was due to a decrease of 43 basis points in cost on these deposits from 0.74% for the nine months ended September 30, 2020, to 0.31% for the nine months ended September 30, 2021.  Average borrowings from the FHLB decreased by $255.2 million from an average balance of $271.5 million for the nine months ended September 30, 2020, to an average balance of $16.3 million for the nine months ended September 30, 2021.  During July 2021, the Company paid off outstanding FHLB fixed term advances.  The bank stock loan did not carry an outstanding balance during the first nine months of 2021 and therefore there was no interest expense on our bank stock loan for the nine months ended September 30, 2021, as compared

to $415 thousand for the same time period in 2020.  Total cost of interest-bearing liabilities decreased 33 basis points for the nine months ended September 30, 2021, as compared to the nine months ended September 30, 2020.  The reduction is reflective of the Company’s continued efforts to attract and retain strong, low-cost deposit relationships, excess liquidity in the economy leading to higher carrying balances and less demand for loan volume and the Company’s prudent efforts to decrease leverage while managing our balance sheet position.

Provision for Credit Losses and Provision for Loan Losses

The Company adopted the FASB ASU 326 effective January 1, 2021, which requires the estimation of an allowance for credit losses in accordance with the CECL methodology.  The allowance for credit losses is increased by a provision for credit losses, a charge to earnings, and subsequent recoveries of amounts previously charged off, but is decreased by charge-offs when the collectability of a loan balance is unlikely.  Management estimates the allowance balance required using historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations, as described in “Part I – Item 2 – Financial Condition – Allowance for Credit Losses.”  As these factors change, the amount of the credit loss provision changes.  Prior to the adoption of CECL we maintained an allowance for loan losses for probable incurred credit losses.

Three months ended September 30, 2021, compared with three months ended September 30, 2020:  The provision for credit losses for the three months ended September 30, 2021, was $1.1 million compared with a provision for loan losses of $815 thousand for the three months ended September 30, 2020.    Net charge-offs for the three months ended September 30, 2021, were $129 thousand compared to net charge-offs of $806 thousand for the three months ended September 30, 2020.  For the three months ended September 30, 2021, gross charge-offs were $356 thousand offset by gross recoveries of $227 thousand. In comparison, gross charge-offs were $875 thousand for the three months ended September 30, 2020, offset by gross recoveries of $69 thousand.

Nine months ended September 30, 2021, compared with nine months ended September 30, 2020:  The reversal of provision for credit losses for the nine months ended September 30, 2021, was $6.4 million compared with a provision for loan losses of $23.3 million for the nine months ended September 30, 2020.    Subsequent to the January 1, 2021, adoption of CECL, the reversal of provision for credit losses in the first nine months of 2021 is attributed primarily to improved economic inputs into the CECL model, a decrease in specific reserves on loans individually assessed for impairment and, to a lesser extent, an improvement in historical loss experience and its associated impact on the allowance for credit losses.  Net charge-offs for the nine months ended September 30, 2021, were $761 thousand compared to net charge-offs of $1.4 million for the nine months ended September 30, 2020.  Following CECL adoption, PCD assets are now shown gross of credit-related discount and associated charge-offs are reflected in periodic results irrespective of purchase discounts.  During the nine-month period, we recognized $490 thousand in charge-offs on these assets.  Excluding this charge-off for comparative purposes, net charge-offs for the period would have been $271 thousand.  For the nine months ended September 30, 2021, gross charge-offs were $1.4 million offset by gross recoveries of $599 thousand.  In comparison, gross charge-offs were $1.8 million for the nine months ended September 30, 2020, offset by gross recoveries of $427 thousand.

Non-Interest Income

The primary sources of non-interest income are service charges and fees, debit card income, mortgage banking income and increases in the value of bank-owned life insurance.  Non-interest income does not include loan origination or other loan fees which are recognized as an adjustment to yield using the interest method.

Three months ended September 30, 2021, compared with three months ended September 30, 2020:  The following table provides a comparison of the major components of non-interest income for the three months ended September 30, 2021 and 2020.

Non-Interest Income

For the Three Months Ended September 30,

2021 vs. 2020
(Dollars in thousands) 2021 2020 Change %
Service charges and fees $ 2,360 $ 1,706 $ 654 38.3 %
Debit card income 2,574 2,491 83 3.3 %
Mortgage banking 801 877 (76 ) (8.7 )%
Increase in value of bank-owned life insurance 1,169 489 680 139.1 %
Other
Investment referral income 189 163 26 16.0 %
Trust income 340 128 212 165.6 %
Insurance sales commissions 217 42 175 416.7 %
Recovery on zero-basis purchased loans 9 10 (1 ) (10.0 )%
Income (loss) from equity method investments (56 ) 3 (59 ) (1966.7 )%
Other non-interest income (153 ) 576 (729 ) (126.6 )%
Total other 546 922 (376 ) (40.8 )%
Subtotal 7,450 6,485 965 14.9 %
Net gain (loss) from securities transactions 381 — 381 100.0 %
Total non-interest income $ 7,831 $ 6,485 $ 1,346 20.8 %

Other non-interest income decreased $729 thousand during the three months ended September 30, 2021, as compared to the same time period in 2020, primarily from a $771 thousand valuation adjustment related to Almena.  When comparing the three months ended September 30, 2021, to the same three month period in 2020, the balance of the increase in non-interest income came principally from increases of $680 thousand in increase in value of bank-owned life insurance, $654 thousand in service charges and fees, $212 thousand in trust income and $175 thousand in insurance sales commissions.  During the quarter, management’s continued focus on relationship development and provision of value to our customer base, resulted in a comparative increase in service charges and fees, debit card income and trust income through increasing product adoption and utilization. Additionally, as the real estate market continues to carry high demand, mortgage banking revenue has remained relatively constant.

Nine months ended September 30, 2021, compared with nine months ended September 30, 2020:  The following table provides a comparison of the major components of non-interest income for the nine months ended September 30, 2021 and 2020.

Non-Interest Income

For the Nine Months Ended September 30,

2021 vs. 2020
(Dollars in thousands) 2021 2020 Change %
Service charges and fees $ 6,125 $ 5,097 $ 1,028 20.2 %
Debit card income 7,603 6,735 868 12.9 %
Mortgage banking 2,584 2,298 286 12.4 %
Increase in value of bank-owned life insurance 2,446 1,452 994 68.5 %
Other
Investment referral income 506 461 45 9.8 %
Trust income 836 283 553 195.4 %
Insurance sales commissions 323 71 252 354.9 %
Recovery on zero-basis purchased loans 62 116 (54 ) (46.6 )%
Income from equity method investments (167 ) 3 (170 ) (5666.7 )%
Other non-interest income 2,342 995 1,347 135.4 %
Total other 3,902 1,929 1,973 102.3 %
Subtotal 22,660 17,511 5,149 29.4 %
Net gain (loss) on acquisition 585 — 585 100.0 %
Net gain (loss) from securities transactions 398 12 386 3216.7 %
Total non-interest income $ 23,643 $ 17,523 $ 6,120 34.9 %

Other non-interest income increased $1.3 million during the nine months ended September 30, 2021, as compared to the same time period in 2020, primarily from derivative mark-to-market valuation changes and increases of $449 thousand in loan servicing fees and $317 thousand in credit card fees.  Other changes contributing to the increase in non-interest income when comparing the first nine months of 2021 to the same time period in 2020, are increases of $1.0 million in service charges and fees, $994 thousand increase in the value of bank-owned life insurance, $868 thousand in debit card income, $585 thousand from the net gain on acquisition, $553 thousand in trust income, $386 thousand in gain from securities transactions, $286 thousand in mortgage banking and $252 thousand in insurance sales commissions.

Non-Interest Expense

Three months ended September 30, 2021, compared with three months ended September 30, 2020:  For the three months ended September 30, 2021, non-interest expense totaled $30.7 million, a decrease of $100.1 million, when compared to the three months ended September 30, 2020.  Changes in the various components of non-interest expense for the three months ended September 30, 2021 and 2020, are discussed in more detail in the following table.

Non-Interest Expense

For the Three Months Ended September 30,

2021 vs. 2020
(Dollars in thousands) 2021 2020 Change %
Salaries and employee benefits $ 13,588 $ 13,877 $ (289 ) (2.1 )%
Net occupancy and equipment 2,475 2,224 251 11.3 %
Data processing 3,257 2,817 440 15.6 %
Professional fees 1,076 877 199 22.7 %
Advertising and business development 760 598 162 27.1 %
Telecommunications 439 486 (47 ) (9.7 )%
FDIC insurance 465 360 105 29.2 %
Courier and postage 344 366 (22 ) (6.0 )%
Free nationwide ATM cost 519 439 80 18.2 %
Amortization of core deposit intangible 1,030 1,030 - — %
Loan expense 207 107 100 93.5 %
Other real estate owned (342 ) 133 (475 ) (357.1 )%
Other 2,484 2,690 (206 ) (7.7 )%
Subtotal 26,302 26,004 298 1.1 %
Loss on debt extinguishment 372 — 372 100.0 %
Merger expenses 4,015 — 4,015 100.0 %
Goodwill impairment — 104,831 (104,831 ) (100.0 )%
Total non-interest expense $ 30,689 $ 130,835 $ (100,146 ) (76.5 )%

Data processing:  Data processing costs increased $440 thousand for the period ended September 30, 2021, as compared to the same time period in 2020.  The increase was primarily related to increases in expense related to higher debit card transactions and software licensing expense.

Other real estate owned:  Other real estate owned includes operating expenses, provision for unrealized losses, initial valuation gains on acquisition, gains or losses on sales and other operating income.  For the three months ended September 30, 2021, there was $390 thousand of net gains on sales, $126 thousand initial valuation gains on acquisition and $116 thousand from other operating income, partially offset by $262 thousand in operating expenses and $28 thousand in provision for unrealized losses.  For the three months ended September 30, 2020, there was $321 thousand in operating expenses and $58 thousand provision for unrealized losses, partially offset by $187 thousand of other operating income and $59 thousand of net gains on sales.

Other:  Other non-interest expenses consist of subscriptions, memberships and dues, employee expenses (including travel, meals, entertainment and education), supplies, printing, insurance, account-related losses, correspondent bank fees, customer program expenses, losses net of gains on the sale of fixed assets and other operating expenses.  Overall, in the other expense category, there was a net $206 thousand variance, or 7.7%, between quarters ending September 30, 2021 and 2020.  Included in other non-interest expense for the three months ended September 30, 2021, is $322 thousand provision for loss on unfunded commitments.

Nine months ended September 30, 2021, compared with nine months ended September 30, 2020:  For the nine months ended September 30, 2021, non-interest expense totaled $81.4 million, a decrease of $99.2 million, when compared to the nine months ended September 30, 2020.  Changes in the various components of non-interest expense for the nine months ended September 30, 2021 and 2020 are discussed in more detail in the following table.

Non-Interest Expense

For the Nine Months Ended September 30,

2021 vs. 2020
(Dollars in thousands) 2021 2020 Change %
Salaries and employee benefits $ 39,079 $ 40,076 $ (997 ) (2.5 )%
Net occupancy and equipment 7,170 6,578 592 9.0 %
Data processing 9,394 8,243 1,151 14.0 %
Professional fees 3,148 3,187 (39 ) (1.2 )%
Advertising and business development 2,241 1,697 544 32.1 %
Telecommunications 1,531 1,363 168 12.3 %
FDIC insurance 1,305 1,291 14 1.1 %
Courier and postage 1,040 1,103 (63 ) (5.7 )%
Free nationwide ATM cost 1,504 1,186 318 26.8 %
Amortization of core deposit intangibles 3,094 2,806 288 10.3 %
Loan expense 626 628 (2 ) (0.3 )%
Other real estate owned (805 ) 710 (1,515 ) (213.4 )%
Other 7,050 6,831 219 3.2 %
Sub-Total 76,377 75,699 678 0.9 %
Loss on debt extinguishment 372 — 372 100.0 %
Merger expenses 4,627 — 4,627 100.0 %
Goodwill impairment — 104,831 (104,831 ) (100.0 )%
Total non-interest expense $ 81,376 $ 180,530 $ (99,154 ) (54.9 )%

Data processing:  Data processing costs increased $1.2 million for the period ended September 30, 2021, as compared to the same time period in 2020.  The increase was primarily related to increases in expense related to higher debit card transactions and software licensing expense.

Other real estate owned:  Other real estate owned includes operating expenses, provision for unrealized losses, initial valuation gains on acquisition, gains or losses on sales and other operating income.  For the nine months ended September 30, 2021, there was $788 thousand of net gains on sales, $505 thousand of initial valuation gains on acquisition and a net $343 thousand from other operating income, partially offset by $801 thousand in operating expenses and $30 thousand of provision for unrealized losses.  For the nine months ended September 30, 2020, there was $959 thousand provision for unrealized losses and $792 thousand in operating expenses, partially offset by $840 thousand of net gains on sales and $201 thousand of other operating income.

Other:  Other non-interest expense consists of subscriptions, memberships and dues, employee expenses (including travel, meals, entertainment and education), supplies, printing, insurance, account-related losses, correspondent bank fees, customer program expenses, losses net of gains on the sale of fixed assets and other operating expenses.  Overall, in the other expense, category there was a net $219 thousand variance, or 3.2%, between the nine-month periods ending September 30, 2021 and 2020, with the largest variance being a $485 thousand provision for loss on unfunded commitments.

Efficiency Ratio

The efficiency ratio is a supplemental financial measure utilized in the internal evaluation of performance and is not defined under GAAP.  For a reconciliation of non-GAAP financial measures see “Non-GAAP Financial Measures” in this Item 2.  Our efficiency ratio is computed by dividing non-interest expense, excluding loss on debt extinguishment, merger expenses and goodwill impairment, by the sum of net interest income and non-interest income, excluding net gain on acquisition and net gain or loss from securities transactions.  Generally, an increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease would indicate a more efficient allocation of resources.

The efficiency ratio was 56.7% for the three months ended September 30, 2021, compared with 67.4% for the three months ended September 30, 2020.  The decrease was primarily due to increases in net interest income and non-interest income, partially offset by an increase in non-interest expense.

The efficiency ratio was 59.7% for the nine months ended September 30, 2021, compared with 66.1% for the nine months ended September 30, 2020.  The decrease was primarily due to increases in net interest income and non-interest income, partially offset by an increase in non-interest expense.

Income Taxes

In general, the Company records income tax expense each quarter based on its estimate as to the full year’s effective tax rate which includes, in addition to statutory rates, estimated amounts for tax-exempt interest income, non-taxable life insurance income, non-deductible executive compensation, valuation allowance on deferred assets, other non-deductible expense, and federal & state income tax credits anticipated to be available in proportion to anticipated annual income before income taxes.  Certain items, however, are given discrete period treatment and the tax effects for such items are therefore reported in the quarter that an event arises.  Events or items that may give rise to discrete recognition include excess tax benefits or shortfalls with respect to share-based compensation, changes in tax law, non-deductible merger expense, and benefits related to tax credits secured within the quarter.

Three months ended September 30, 2021, compared with three months ended September 30, 2020:  The effective income tax rate for the quarter ended September 30, 2021 was 21.8% as compared to 2.9% for the quarter ended September 30, 2020.  The increase in the current year rate compared to the prior year was driven primarily by the impairment of goodwill for the period ending September 30, 2020 which was reflected on a discrete basis.

Nine months ended September 30, 2021, compared with nine months ended September 30, 2020:  The effective income tax rate for the 9-month period ended September 30, 2021 was 22.2% as compared to 1.9% for the nine-month period ended September 30, 2020.  Income tax expense for the nine-month period ended September 30, 2021, includes $678 thousand of tax benefit attributable to the settlement in stock of restricted stock units and the exercise of options.  The income tax benefit recorded for the nine months ended September 30, 2020 reflects income tax expense provided at an estimated annual effective tax rate of 22.5% on income before taxes and total goodwill impairment net of a deferred income tax benefit of $5.3 million associated with the portion of the goodwill impairment which will continue to be amortized for tax purposes.  Additional tax expense associated with the settlement of restricted stock units and the exercise of stock options recorded in the nine months ended September 2020 was $70 thousand.

Financial Condition

Total assets increased $249.9 million from December 31, 2020, to $4.26 billion at September 30, 2021.  This variance was primarily due to increases of $285.6 million in total securities, $75.2 million in loans, net of allowance for credit losses and $26.4 million in bank-owned life insurance, partially offset by a decrease of $138.4 million in cash and cash equivalents.  Total liabilities increased $239.8 million to $3.85 billion at September 30, 2021.  The change in total liabilities came primarily from an increase in total deposits of $215.2 million.  Total stockholders’ equity increased $10.1 million from $407.6 million at December 31, 2020, to $417.7 million at September 30, 2021.

Loan Portfolio

The following table summarizes our loan portfolio by type of loan as of the dates indicated.

Composition of Loan Portfolio

September 30,<br><br><br>2021 December 31,<br><br><br>2020
Amount Percent Amount Percent Change %
(Dollars in thousands)
Commercial and industrial $ 569,513 21.2 % $ 734,495 28.3 % $ (164,982 ) (22.5 )%
Real estate loans:
Commercial real estate 1,047,039 39.0 % 986,288 38.1 % 60,751 6.2 %
Real estate construction 261,668 9.7 % 202,408 7.8 % 59,260 29.3 %
Residential real estate 490,633 18.3 % 381,958 14.7 % 108,675 28.5 %
Agricultural real estate 138,793 5.2 % 133,693 5.2 % 5,100 3.8 %
Total real estate loans 1,938,133 72.2 % 1,704,347 65.8 % 233,786 13.7 %
Agricultural 93,767 3.5 % 94,322 3.6 % (555 ) (0.6 )%
Consumer 84,498 3.1 % 58,532 2.3 % 25,966 44.4 %
Total loans held for investment $ 2,685,911 100.0 % $ 2,591,696 100.0 % $ 94,215 3.6 %
Total loans held for sale $ 4,108 100.0 % $ 12,394 100.0 % $ (8,286 ) (66.9 )%
Total loans held for investment (net of allowances) $ 2,633,148 100.0 % $ 2,557,987 100.0 % $ 75,161 2.9 %

Our commercial loan portfolio consists of various types of loans, most of which are generally made to borrowers located in the Wichita, Kansas City and Tulsa Metropolitan Statistical Areas (“MSAs”), as well as various community markets throughout Arkansas, Kansas, Missouri and Oklahoma.  Most of our loan portfolio consists of commercial and industrial and commercial real estate loans and a substantial portion of our borrowers’ ability to honor their obligations is dependent on local economies in which they operate.

At September 30, 2021, gross total loans, including loans held for sale, were 73.4% of deposits and 63.1% of total assets.  At December 31, 2020, gross total loans, including loans held for sale, were 75.5% of deposits and 64.9% of total assets.

We provide commercial lines of credit, working capital loans, commercial real estate-backed loans (including loans secured by owner-occupied commercial properties), term loans, equipment financing, aircraft financing, real property acquisition and development loans, borrowing base loans, real estate construction loans, homebuilder loans, SBA loans, agricultural and agricultural real estate loans, letters of credit and other loan products to national and regional companies, real estate developers, mortgage lenders, manufacturing and industrial companies and other businesses.  The types of loans we make to consumers include residential real estate loans, home equity loans, home equity lines of credit, installment loans, unsecured and secured personal lines of credit, overdraft protection and letters of credit.

Commercial real estate:  Commercial real estate loans include all loans secured by nonfarm, nonresidential properties and by multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.

Real estate construction:  Real estate construction loans include loans made for the purpose of acquisition, development or construction of real property, both commercial and consumer.

Commercial and industrial:  Commercial and industrial loans include loans used to purchase fixed assets, provide working capital or meet other financing needs of the business.

Residential real estate:  Residential real estate loans include loans secured by primary or secondary personal residences.

Agricultural real estate:  Agricultural real estate loans are loans typically secured by farmland.

Agricultural:  Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced.  These loans may be secured by growing crops, stored crops, livestock, equipment and miscellaneous receivables.

Consumer:  Consumer loans may include installment loans, unsecured and secured personal lines of credit, overdraft protection and letters of credit.  These loans are generally secured by consumer assets but may be unsecured.

The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of September 30, 2021, are summarized in the following table.

Loan Maturity and Sensitivity to Changes in Interest Rates

As of September 30, 2021
One year<br><br><br>or less After one year<br><br><br>through five<br><br><br>years After five<br><br><br>years Total
(Dollars in thousands)
Commercial and industrial $ 150,121 $ 329,072 $ 90,320 $ 569,513
Real Estate:
Commercial real estate 134,809 624,920 287,310 1,047,039
Real estate construction 60,870 134,441 66,357 261,668
Residential real estate 4,215 9,429 476,989 490,633
Agricultural real estate 52,548 62,492 23,753 138,793
Total real estate 252,442 831,282 854,409 1,938,133
Agricultural 58,875 26,633 8,259 93,767
Consumer 38,591 35,460 10,447 84,498
Total $ 500,029 $ 1,222,447 $ 963,435 $ 2,685,911
Loans with a predetermined fixed interest rate $ 256,619 $ 802,935 $ 399,130 $ 1,458,684
Loans with an adjustable/floating interest rate 243,410 419,512 564,305 1,227,227
Total $ 500,029 $ 1,222,447 $ 963,435 $ 2,685,911

The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of December 31, 2020, are summarized in the following table.

Loan Maturity and Sensitivity to Changes in Interest Rates

As of December 31, 2020
One year<br><br><br>or less After one year<br><br><br>through five<br><br><br>years After five<br><br><br>years Total
(Dollars in thousands)
Commercial and industrial $ 157,313 $ 487,729 $ 89,453 $ 734,495
Real Estate:
Commercial real estate 144,627 569,366 272,295 986,288
Real estate construction 75,659 76,295 50,454 202,408
Residential real estate 5,048 9,848 367,062 381,958
Agricultural real estate 50,527 56,514 26,652 133,693
Total real estate 275,861 712,023 716,463 1,704,347
Agricultural 62,804 25,911 5,607 94,322
Consumer 13,804 37,599 7,129 58,532
Total $ 509,782 $ 1,263,262 $ 818,652 $ 2,591,696
Loans with a predetermined fixed interest rate $ 261,736 $ 896,899 $ 291,649 $ 1,450,284
Loans with an adjustable/floating interest rate 248,046 366,363 527,003 1,141,412
Total $ 509,782 $ 1,263,262 $ 818,652 $ 2,591,696

Credit Quality Indicators

We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. Loans are analyzed individually and classified based on credit risk.  Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship.  Loans that participated in the short-term deferral program are not automatically considered classified solely due to a deferral, are subject to ongoing monitoring and will be downgraded or placed on nonaccrual if a noted weakness exists.

For additional information, see “NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Condensed Notes to Interim Consolidated Financial Statements.

Nonperforming Assets

The following table presents information regarding nonperforming assets at the dates indicated.

Nonperforming Assets

September 30,<br><br><br>2021 December 31,<br><br><br>2020
(Dollars in thousands)
Nonaccrual loans $ 64,982 $ 43,689
Accruing loans 90 or more days past due 45 143
Restructured loans-accruing — —
OREO acquired through foreclosure, net 9,232 10,698
Other repossessed assets 10 67
Total nonperforming assets $ 74,269 $ 54,597
Ratios:
Nonperforming assets to total assets 1.74 % 1.36 %
Nonperforming assets to total loans plus OREO 2.76 % 2.10 %

Generally, loans are designated as nonaccrual when either principal or interest payments are 90 days or more past due based on contractual terms, unless the loan is well secured and in the process of collection.  Consumer loans are typically charged off no later than 180 days past due.  In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.  When a loan is placed on nonaccrual status, unpaid interest credited to income earned in the current year is reversed against income and unpaid interest earned in prior years is charged off.  Future interest income may be recorded on a cash basis after recovery of principal is reasonably assured.  Nonaccrual loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.  Prior to January 1, 2021, nonaccrual loans include purchased loans that were identified upon acquisition as having experienced credit deterioration since origination (“purchased credit impaired loans”).  However, if the purchased credit impaired loan included in nonaccrual loans has not experienced further deterioration since acquisition the loan is not considered impaired for purposes of determining the allowance for credit losses.

The nonperforming loans at September 30, 2021, consisted of 187 separate credits and 126 separate borrowers.  We had 12 non-performing loan relationships, totaling $54.2 million, with an outstanding balance in excess of $1.0 million as of September 30, 2021.

There are several procedures in place to assist us in maintaining the overall quality of our loan portfolio.  We have established underwriting guidelines to be followed by lenders and we also monitor delinquency levels for any negative or adverse trends.  In accordance with applicable regulation, appraisals or evaluations are required to independently value real estate and, as an important element, to consider when underwriting loans secured in part or in whole by real estate.  The value of real estate collateral provides additional support to the borrower’s credit capacity.  There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

Potential Problem Loans

Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which management has concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties.  Potential problem loans are assigned a grade of special mention or substandard.  At September 30, 2021, the Company had $31.2 million in potential problem loans which were not included in either non-accrual or 90 days past due categories, compared to $52.3 million at December 31, 2020.

With respect to potential problem loans, all monitored and under-performing loans are reviewed and evaluated to determine if they are impaired.  If we determine that a loan is impaired, then we evaluate the borrower’s overall financial condition to determine the need, if any, for possible write downs or appropriate additions to the allowance for credit losses based on the unlikelihood of full repayment of principal and interest in accordance with the contractual terms or the net realizable value of the pledged collateral.

The Company also monitors the aging of loans less than 90 days past due and the loans that have been deferred under the Company’s  COVID-19 related payment deferral program as reported in “NOTE 1 – BASIS OF PRESENTATION” and “NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Condensed Notes to Interim Consolidated Financial Statements.

Allowance for Credit Losses

Please see “Critical Accounting Policies – Allowance for Credit Losses” for additional discussion of our allowance policy.

In connection with our review of the loan portfolio, risk elements attributable to particular loan types or categories are considered when assessing the quality of individual loans.  Some of the risk elements include the following items.

• Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses.  Commercial and industrial loans are advanced for equipment purchases, to provide working capital or to meet other financing needs of the business.  These loans may be secured by accounts receivable, inventory, equipment or other business assets.  Financial information is obtained from the borrower to evaluate the debt service coverage and ability to repay the loans.
• Commercial real estate loans are dependent on the industries tied to these loans as well as the local commercial real estate market.  The loans are secured by the real estate and appraisals are obtained to support the loan amount.  An evaluation of the project’s cash flows is performed to evaluate the borrower’s ability to repay the loan at the time of origination and periodically updated during the life of the loan.
--- ---
• Residential real estate loans are affected by the local residential real estate market, the local economy and movement in interest rates.  We evaluate the borrower’s repayment ability through a review of credit reports and debt to income ratios.  Appraisals are obtained to support the loan amount.
--- ---
• Agricultural real estate loans are real estate loans related to farmland and are affected by the value of farmland.  We evaluate the borrower’s ability to repay based on cash flows from farming operations.
--- ---
• Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced and the market pricing at the time of sale.
--- ---
• Consumer loans are dependent on the local economy.  Consumer loans are generally secured by consumer assets but may be unsecured.  We evaluate the borrower’s repayment ability through a review of credit scores and an evaluation of debt to income ratios.
--- ---

Analysis of allowance for credit losses:  At September 30, 2021, the allowance for credit losses totaled $52.8 million, or 1.96% of total loans.  At December 31, 2020, the allowance for loan losses totaled $33.7 million, or 1.30% of total loans.

The allowance for credit losses on loans measured on a collective basis totaled $29.7 million, or 1.14% of the $2.61 billion in loans measured on a collective basis at September 30, 2021, compared to an allowance for credit losses of $23.2 million, or 0.92% of the $2.54 billion in loans measured on a collective basis at December 31, 2020.  Exclusive of PPP loan balances, the reserve percentage increased to 1.18% as of September 30, 2021, compared to 1.02% as of December 31, 2020.  The increase in the allowance for credit losses and of loans measured on a collective basis principally reflect the adoption of CECL.

The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data.

Allowance for Credit Losses

As of and for the Three Months<br><br><br>Ended September 30, As of and for the Nine Months<br><br><br>Ended September 30,
2021 2020 2021 2020
(Dollars in thousands) (Dollars in thousands)
Average loans outstanding $ 2,748,202 $ 2,758,680 $ 2,779,463 $ 2,697,188
Gross loans outstanding at end of period^(^^1)^ $ 2,685,911 $ 2,725,713 $ 2,685,911 $ 2,725,713
Allowance for credit losses at beginning of<br><br><br>the period $ 51,834 $ 34,078 $ 33,709 $ 12,232
ASC 326 implementation:
Commercial and industrial — — 3,949 —
Real estate:
Commercial real estate — — 8,617 —
Real estate construction — — 1,566 —
Residential real estate — — 9,090 —
Agricultural real estate — — 1,127 —
Agricultural — — 4,698 —
Consumer — — (2,877 ) —
Total ASC 326 implementation — — 26,170 —
Provision (reversal) for credit losses 1,058 815 (6,355 ) 23,255
Charge-offs:
Commercial and industrial (37 ) (3 ) (98 ) (259 )
Real estate:
Commercial real estate (116 ) (119 ) (169 ) (174 )
Real estate construction — (193 ) — (193 )
Residential real estate — (150 ) (12 ) (312 )
Agricultural real estate (3 ) (167 ) (505 ) (191 )
Agricultural — — (1 ) (1 )
Consumer (200 ) (243 ) (575 ) (697 )
Total charge-offs (356 ) (875 ) (1,360 ) (1,827 )
Recoveries:
Commercial and industrial 1 3 71 16
Real estate:
Commercial real estate 96 2 223 7
Real estate construction — — — 194
Residential real estate 4 22 9 26
Agricultural real estate 15 5 33 5
Agricultural — 5 4 6
Consumer 111 32 259 173
Total recoveries 227 69 599 427
Net recoveries (charge-offs) (129 ) (806 ) (761 ) (1,400 )
Allowance for credit losses at end of the<br><br><br>period $ 52,763 $ 34,087 $ 52,763 $ 34,087
Ratio of allowance to period-end loans 1.96 % 1.25 % 1.96 % 1.25 %
Annualized ratio of net charge-offs<br><br><br>(recoveries) to average loans 0.02 % 0.12 % 0.04 % 0.07 %

(1)Excluding loans held for sale.

The following table shows the allocation of the allowance for credit losses among our loan categories and certain other information as of the dates indicated.  The total allowance is available to absorb losses from any loan category.

Analysis of the Allowance for Credit Losses

September 30, 2021 December 31, 2020
Amount % of<br><br><br>Total<br><br><br>Allowance Amount % of<br><br><br>Total<br><br><br>Allowance
(Dollars in thousands)
Balance of allowance for credit losses applicable to:
Commercial and industrial $ 24,127 45.7 % $ 12,456 37.0 %
Real estate:
Commercial real estate 11,024 20.9 % 8,776 26.0 %
Real estate construction 1,458 2.8 % 236 0.7 %
Residential real estate 8,339 15.8 % 4,559 13.5 %
Agricultural real estate 1,004 1.9 % 904 2.7 %
Agricultural 4,329 8.2 % 758 2.2 %
Consumer 2,482 4.7 % 6,020 17.9 %
Total allowance for credit losses $ 52,763 100.0 % $ 33,709 100.0 %

Management believes that the allowance for credit losses at September 30, 2021, was adequate to cover current expected credit losses in the loan portfolio as of such date.  There can be no assurance, however, that we will not sustain losses in future periods, which could be substantial in relation to the size of the allowance at September 30, 2021.

Securities

We use our securities portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements.  At September 30, 2021, the carrying amount of investment securities totaled $1.16 billion, an increase of $285.6 million compared with December 31, 2020.  At September 30, 2021, securities represented 27.1% of total assets compared with 21.7% at December 31, 2020.

At the date of purchase, debt securities are classified into one of two categories, held-to-maturity or available-for-sale.  We do not purchase securities for trading purposes.  At each reporting date, the appropriateness of the classification is reassessed. Investments in debt securities are classified as held-to-maturity and carried at cost, adjusted for the amortization of premiums and the accretion of discounts, only if management has the positive intent and ability to hold those securities to maturity.  Debt securities not classified as held-to-maturity are classified as available-for-sale and measured at fair value in the financial statements with unrealized gains and losses reported, net of tax, as accumulated comprehensive income or loss until realized. Interest earned on securities is included in total interest and dividend income.  Also included in total interest and dividend income are dividends received on stock investments in the Federal Reserve Bank of Kansas City and the FHLB of Topeka.  These stock investments are stated at cost.

The following table summarizes the amortized cost and fair value by classification of available-for-sale securities as of the dates shown.

Available-For-Sale Securities

September 30, 2021 December 31, 2020
Amortized<br><br><br>Cost Fair<br><br><br>Value Amortized<br><br><br>Cost Fair<br><br><br>Value
(Dollars in thousands)
U.S. Government-sponsored entities $ 100,259 $ 99,740 $ 996 $ 1,023
U.S. Treasury securities 87,416 86,806 4,024 4,025
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities 639,254 649,025 630,485 651,425
Private label residential mortgage-backed securities 148,631 147,948 44,302 44,178
Corporate 52,535 54,071 52,503 53,650
Small Business Administration loan pools 10,485 10,465 1,226 1,270
State and political subdivisions 106,185 109,368 111,865 116,256
Total available-for-sale securities $ 1,144,765 $ 1,157,423 $ 845,401 $ 871,827

At September 30, 2021, and December 31, 2020, we did not own any securities classified as held-to-maturity.

At September 30, 2021, and December 31, 2020, we did not own securities of any one issuer (other than the U.S. government and its agencies or sponsored entities) for which aggregate par value exceeded 10% of consolidated stockholders’ equity at the reporting dates noted.

The following tables summarize the contractual maturity of debt securities and their weighted average yields as of September 30, 2021, and December 31, 2020.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.  Available-for-sale securities are shown at fair value.

September 30, 2021
Due in one year<br><br><br>or less Due after one<br><br><br>year through<br><br><br>five years Due after five<br><br><br>years through<br><br><br>10 years Due after 10<br><br><br>years Total
Carrying<br><br><br>Value Yield Carrying<br><br><br>Value Yield Carrying<br><br><br>Value Yield Carrying<br><br><br>Value Yield Carrying<br><br><br>Value Yield
(Dollars in thousands)
Available-for-sale securities:
U.S. Government-sponsored entities $ 1,006 2.78 % $ 29,939 0.50 % $ 68,794 1.31 % $ — —% $ 99,739 1.08 %
U.S. Treasury securities — — % — —% 86,806 1.07 % — —% 86,806 1.07 %
Mortgage-backed securities
Government-sponsored residential<br><br><br>mortgage-backed securities — — % 53,474 1.55 % 179,926 1.62 % 415,626 1.91 % 649,026 1.80 %
Private label residential<br><br><br>mortgage-backed securities — —% — —% — —% 147,949 1.24 % 147,949 1.24 %
Corporate — —% — —% 54,070 4.18 % — —% 54,070 4.18 %
Small Business<br><br><br>Administration loan pools — —% — —% 9,956 0.90 % 509 2.15 % 10,465 0.96 %
State and political subdivisions^(^^1)^ 5,387 2.67 % 24,670 2.51 % 33,892 2.60 % 45,419 2.92 % 109,368 2.71 %
Total available-for-sale securities 6,393 2.69 % 108,083 1.48 % 433,444 1.84 % 609,503 1.82 % 1,157,423 1.80 %
Total debt securities $ 6,393 2.69 % $ 108,083 1.48 % $ 433,444 1.84 % $ 609,503 1.82 % $ 1,157,423 1.80 %
^(1)^ The calculated yield is not presented on a tax equivalent basis.
--- ---
December 31, 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Due in one year<br><br><br>or less Due after one<br><br><br>year through<br><br><br>five years Due after five<br><br><br>years through<br><br><br>10 years Due after 10<br><br><br>years Total
Carrying<br><br><br>Value Yield Carrying<br><br><br>Value Yield Carrying<br><br><br>Value Yield Carrying<br><br><br>Value Yield Carrying<br><br><br>Value Yield
(Dollars in thousands)
Available-for-sale securities:
U.S. Government-sponsored entities $ — — % $ 1,023 2.78 % $ — — % $ — — % $ 1,023 2.78 %
U.S. Treasury securities 4,025 0.14 % — — % — — % — — % 4,025 0.14 %
Mortgage-backed securities
Government-sponsored residential<br><br><br>mortgage-backed securities 5 5.77 % 2,093 3.26 % 101,352 2.12 % 547,975 2.10 % 651,425 2.10 %
Private label residential<br><br><br>mortgage-backed securities — — % — — % — — % 44,178 0.23 % 44,178 0.23 %
Corporate 5,050 2.17 % — — % 48,600 4.25 % — — % 53,650 4.05 %
Small Business<br><br><br>Administration loan pools — — % — — % — — % 1,270 2.38 % 1,270 2.38 %
State and political subdivisions^(^^1)^ 3,765 2.41 % 26,679 2.45 % 24,212 2.93 % 61,600 3.17 % 116,256 2.93 %
Total available-for-sale securities 12,845 1.61 % 29,795 2.52 % 174,164 2.83 % 655,023 2.07 % 871,827 2.23 %
Total debt securities $ 12,845 1.61 % $ 29,795 2.52 % $ 174,164 2.83 % $ 655,023 2.07 % $ 871,827 2.23 %
^(1)^ The calculated yield is not presented on a tax equivalent basis.
--- ---

Mortgage-backed securities are securities that have been developed by pooling a number of real estate mortgages and which are principally issued by federal agencies such as Ginnie Mae, Fannie Mae and Freddie Mac.  Unlike U.S. Treasury and U.S. government agency securities, which have a lump sum payment at maturity, mortgage-backed securities provide cash flows from regular principal and interest payments and principal prepayments throughout the lives of the securities.  Premiums and discounts on mortgage-backed securities are amortized and accreted over the expected life of the security and may be impacted by prepayments.  As such, mortgage-backed securities which are purchased at a premium will generally produce decreasing net yields as interest rates drop because homeowners tend to refinance their mortgages resulting in prepayments and an acceleration of premium amortization.  Securities purchased at a discount will reflect higher net yields in a decreasing interest rate environment as prepayments result in an acceleration of discount accretion.

The contractual maturity of mortgage-backed securities is not a reliable indicator of their expected lives because borrowers have the right to prepay their obligations at any time.  Monthly pay downs on mortgage-backed securities cause the average lives of these securities to be much different than their stated lives.  At September 30, 2021, and December 31, 2020, 64.0% and 84.1% of the government-sponsored residential mortgage-backed securities held by us had contractual final maturities of more than ten years with a weighted average life of 4.1 years and 2.5 years and a modified duration of 3.8 years and 2.5 years.  At September 30, 2021, and December 31, 2020, 100.0% and 100.0% of the private label residential mortgage-backed securities held by us had contractual final maturities of more than ten years with a weighted average life of 3.0 years and 2.2 years and a modified duration of 2.8 years and 2.1 years.

Goodwill Impairment Assessment

At September 30, 2021, we performed an interim qualitative analysis and concluded there were not any indications that goodwill was impaired.

Deposits

Our lending and investing activities are primarily funded by deposits.  A variety of deposit accounts are offered with a wide range of interest rates and terms including demand, savings, money market and time deposits.  We rely primarily on competitive pricing policies, convenient locations, comprehensive marketing strategy and personalized service to attract and retain these deposits.

The following table shows our composition of deposits at September 30, 2021, and December 31, 2020.

Composition of Deposits

September 30,<br><br><br>2021 December 31,<br><br><br>2020
Amount Percent<br><br><br>of Total Amount Percent<br><br><br>of Total
(Dollars in thousands)
Non-interest-bearing demand $ 984,436 26.9 % $ 791,639 22.9 %
Interest-bearing demand 992,773 27.1 % 1,016,424 29.5 %
Savings and money market 1,100,076 30.0 % 1,012,673 29.4 %
Time 585,492 16.0 % 626,854 18.2 %
Total deposits $ 3,662,777 100.0 % $ 3,447,590 100.0 %

Total deposits at September 30, 2021, were $3.66 billion, an increase of $215.2 million, or 6.2%, compared to total deposits of $3.45 billion at December 31, 2020.

Equity Bank participates in the Insured Cash Sweep (“ICS”) service that allows the bank to break large money market deposits into smaller amounts and place them in a network of other ICS banks to ensure FDIC insurance coverage on the entire deposit.  These deposits are placed through ICS services, but are Equity Bank’s customer relationships that management views as core funding.  The bank also participates in the Certificate of Deposit Account Registry Service (“CDARS”) program.  CDARS allows the bank to break large time deposits into smaller amounts and place them in a network of other CDARS banks to ensure FDIC insurance coverage on the entire deposit.  Reciprocal deposits are not considered brokered deposits as long as the aggregate balance is less than the lesser of 20% of total liabilities or $5.0 billion and Equity Bank is well capitalized and well rated.  All non-reciprocal deposits and reciprocal deposits in excess of regulatory limits are considered brokered deposits.

The following table lists reciprocal and brokered deposits included in total deposits categorized by type.

September 30,<br><br><br>2021 December 31,<br><br><br>2020
Interest-bearing demand
Reciprocal $ 263,301 $ 256,037
Total interest-bearing demand 263,301 256,037
Savings and money market
Reciprocal 49,830 23,733
Total savings and money market 49,830 23,733
Time
Reciprocal 3,982 14,859
Non-reciprocal brokered 10,000 —
Total time 13,982 14,859
Total reciprocal and brokered deposits $ 327,113 $ 294,629

The following table provides information on the maturity distribution of time deposits of $100 thousand or more as of September 30, 2021, and December 31, 2020.

September 30,<br><br><br>2021 December 31,<br><br><br>2020 Change %
(Dollars in thousands)
3 months or less $ 97,048 $ 93,025 $ 4,023 4.3 %
Over 3 through 6 months 86,258 70,737 15,521 21.9 %
Over 6 through 12 months 141,100 120,006 21,094 17.6 %
Over 12 months 47,657 100,877 (53,220 ) (52.8 )%
Total Time Deposits $ 372,063 $ 384,645 $ (12,582 ) (3.3 )%

Other Borrowed Funds

We utilize borrowings to supplement deposits to fund our lending and investing activities.  Short-term borrowings and long-term borrowings include federal funds purchased and retail repurchase agreements, FHLB advances, Federal Reserve Bank discount window, a bank stock loan and subordinated debt.  For additional information see “NOTE 6 – BORROWINGS” in the Condensed Notes to Interim Consolidated Financial Statements for additional information.

Liquidity and Capital Resources

Liquidity

Market and public confidence in our financial strength and financial institutions in general will largely determine access to appropriate levels of liquidity.  This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital reserves.

Liquidity is defined as the ability to meet anticipated customer demands for future funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis.  We measure our liquidity position by considering both on and off-balance sheet sources of and demands for funds on a daily, weekly and monthly basis.

Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs.  Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations and unexpected deposit outflows.  In this process, we focus on both assets and liabilities and the way they combine to provide adequate liquidity to meet our needs.

During the nine-month periods ended September 30, 2021 and 2020, our liquidity needs have primarily been met by core deposits, security and loan maturities and amortizing investment and loan portfolios.  Other funding sources include federal funds purchased, brokered certificates of deposit, borrowings from the FHLB and the Federal Reserve discount window.

Our largest sources of funds are deposits and FHLB borrowings and largest uses of funds are loans and securities.  Average loans were $2.78 billion for the nine months ended September 30, 2021, an increase of 3.1% over the December 31, 2020, average balance.  Excess deposits are primarily invested in our interest-bearing deposit account with the Federal Reserve Bank of Kansas City, investment securities, federal funds sold or other short-term liquid investments until the funds are needed to fund loan growth.  Our securities portfolio has a weighted average life of 4.3 years and a modified duration of 4.0 years at September 30, 2021.

Cash and cash equivalents were $142.3 million at September 30, 2021, a decrease of $138.4 million from the $280.7 million cash and cash equivalents at December 31, 2020.  The decrease in cash and cash equivalents is driven primarily by $414.5 million net cash used in investing activities, partially offset by $196.5 provided by financing activities and $79.6 million provided by operating activities.  Cash and cash equivalents at January 1, 2021, plus liquidity provided by operating activities, pay downs, sales and maturities of investment securities and FHLB borrowings during the first nine months of 2021 were used to originate or purchase loans and to purchase investment securities.  We believe that our daily funding needs can be met through cash provided by operating activities, payments and maturities on loans and investment securities, the core deposit base and FHLB advances and other borrowing relationships.

Off-Balance-Sheet Items

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets.  We enter into these transactions to meet the financing needs of our customers.  These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.  Our exposure to credit loss is represented by the contractual amounts of these commitments.  The same credit policies and procedures are used in making these commitments as for on-balance sheet instruments.

Our commitments associated with outstanding standby and performance letters of credit and commitments to extend credit expiring by period as of September 30, 2021, are summarized below.  Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.

Credit Extensions Commitments

As of September 30, 2021

1 Year<br><br><br>or Less More Than<br><br><br>1 Year but<br><br><br>Less Than<br><br><br>3 Years 3 Years or<br><br><br>More but<br><br><br>Less Than<br><br><br>5 Years 5 Years<br><br><br>or More Total
(Dollars in thousands)
Standby and performance letters of credit $ 11,704 $ 189 $ 261 $ 7 $ 12,161
Commitments to extend credit 308,198 86,400 104,208 93,216 592,022
Total $ 319,902 $ 86,589 $ 104,469 $ 93,223 $ 604,183

Standby and Performance Letters of Credit:  Standby letters of credit are irrevocable commitments issued by us to guarantee the performance of a customer to a third party once specified pre-conditions are met.  Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions.  Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations.  The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers.

Commitments to Extend Credit:  Commitments to originate loans and available lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since a portion of the commitments and lines of credit may expire without being drawn upon, the total commitment and lines of credit amounts do not necessarily represent future cash requirements.  Each customer’s creditworthiness is evaluated on a case-by-case basis.  The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty.  Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.  Commitments to extend credit include mortgage loans in the process of origination that we plan to fund within a normal period of 60 to 90 days, and which are intended for sale to investors in the secondary market.

Capital Resources

Capital management consists of providing equity to support our current and future operations.  The federal bank regulators view capital levels as important indicators of an institution’s financial soundness.  As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold.  As a bank holding company and a state-chartered-Fed-member bank, the Company and Equity Bank are subject to regulatory capital requirements.

Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices.  Capital amounts and classifications are also subject to qualitative judgments by regulators.  Failure to meet capital requirements can initiate regulatory action. Management believes as of September 30, 2021, and December 31, 2020, the Company and Equity Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition.  If adequately capitalized, regulatory approval is required to accept brokered deposits.  If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.

Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including termination of deposit insurance by the FDIC, restrictions on certain business activities and appointment of the FDIC as conservator or receiver.  As of September 30, 2021, the most recent notifications from the federal regulatory agencies categorized Equity Bank as “well capitalized” under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, Equity Bank must maintain minimum Total capital, Tier 1 capital, Common Equity Tier 1 capital and Tier 1 leverage ratios.  For additional information, see “NOTE 8 – REGULATORY MATTERS” in the Condensed Notes to Interim Consolidated Financial Statements.  There are no conditions or events since that notification that management believes have changed Equity Bank’s category.

Non-GAAP Financial Measures

We identify certain financial measures discussed in this Quarterly Report as being “non-GAAP financial measures.”  In accordance with SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheet or statements of cash flows.  Non-GAAP financial measures do not include operating and other statistical measures or ratios, or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Quarterly Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP.  Moreover, the way we calculate the non-GAAP financial measures that we discuss in this Quarterly Report may differ from that of other companies reporting measures with similar names.  You should understand how such other banking organizations calculate their financial measures similar or with names like the non-GAAP financial measures we have discussed in this Quarterly Report when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share and Tangible Book Value Per Diluted Common Share:  Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles (net of accumulated amortization) and other intangible assets (net of accumulated amortization); (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding; and (c) tangible book value per diluted common share as tangible common equity (as described in clause (a)) divided by diluted shares of common stock outstanding.  For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value.

Management believes that these measures are important to many investors who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets.  Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity, tangible book value per common share and tangible book value per diluted common share and compares these values with book value per common share.

For the three months ended
September 30,<br><br><br>2021 June 30,<br><br><br>2021 March 31,<br><br><br>2021 December 31,<br><br><br>2020 September 30,<br><br><br>2020
(Dollars in thousands, except per share data)
Total stockholders’ equity $ 417,749 $ 412,995 $ 397,815 $ 407,649 $ 402,172
Less: goodwill 31,601 31,601 31,601 31,601 31,601
Less: core deposit intangibles, net 12,963 13,993 15,023 16,057 17,101
Less: mortgage servicing asset, net — — — — 1
Less: naming rights, net 1,098 1,109 1,119 1,130 1,141
Tangible common equity $ 372,087 $ 366,292 $ 350,072 $ 358,861 $ 352,328
Common shares issued at period end 14,365,785 14,360,172 14,383,913 14,540,556 14,853,487
Diluted common shares outstanding at period end 14,637,306 14,664,603 14,668,287 14,756,378 14,853,487
Book value per common share $ 29.08 $ 28.76 $ 27.66 $ 28.04 $ 27.08
Tangible book value per common share $ 25.90 $ 25.51 $ 24.34 $ 24.68 $ 23.72
Tangible book value per diluted common share $ 25.42 $ 24.98 $ 23.87 $ 24.32 $ 23.57

Tangible Common Equity to Tangible Assets:  Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles (net of accumulated amortization) and other intangible assets (net of accumulated amortization); (b) tangible assets as total assets less goodwill, core deposit intangibles (net of accumulated amortization) and other intangible assets (net of accumulated amortization); and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)).  For tangible common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

Management believes that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period in common equity and total assets, each exclusive of changes in intangible assets.  Goodwill and other intangible assets have the effect of increasing both total stockholders’ equity and total assets while not increasing tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets.

For the three months ended
September 30,<br><br><br>2021 June 30,<br><br><br>2021 March 31,<br><br><br>2021 December 31,<br><br><br>2020 September 30,<br><br><br>2020
(Dollars in thousands)
Total stockholders’ equity $ 417,749 $ 412,995 $ 397,815 $ 407,649 $ 402,172
Less: goodwill 31,601 31,601 31,601 31,601 31,601
Less: core deposit intangibles, net 12,963 13,993 15,023 16,057 17,101
Less: mortgage servicing asset, net — — — — 1
Less: naming rights, net 1,098 1,109 1,119 1,130 1,141
Tangible common equity $ 372,087 $ 366,292 $ 350,072 $ 358,861 $ 352,328
Total assets $ 4,263,268 $ 4,268,216 $ 4,196,184 $ 4,013,356 $ 3,865,571
Less: goodwill 31,601 31,601 31,601 31,601 31,601
Less: core deposit intangibles, net 12,963 13,993 15,023 16,057 17,101
Less: mortgage servicing asset, net — — — — 1
Less: naming rights, net 1,098 1,109 1,119 1,130 1,141
Tangible assets $ 4,217,606 $ 4,221,513 $ 4,148,441 $ 3,964,568 $ 3,815,727
Equity to assets 9.80 % 9.68 % 9.48 % 10.16 % 10.40 %
Tangible common equity to tangible assets 8.82 % 8.68 % 8.44 % 9.05 % 9.23 %

Return on Average Tangible Common Equity:  Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate (a) average tangible common equity as total average stockholders’ equity less average goodwill, core deposit intangibles (net of accumulated amortization) and other intangible assets (net of accumulated amortization); (b) adjusted net income allocable to common stockholders as net income allocable to common stockholders plus intangible asset amortization less tax effect on intangible assets amortization; and (c) return on average tangible common equity as annualized adjusted net income allocable to common stockholders (as described in clause (b)) divided by average tangible common equity (as described in clause (a)).  For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

Management believes that this measure is important to many investors in the marketplace who are interested in earnings quality on tangible common equity.  Goodwill and other intangible assets have the effect of increasing total stockholders’ equity while not increasing tangible common equity.

The following table reconciles, as of the dates set forth below, return on average stockholders’ equity and return on average tangible common equity.

For the three months ended
September 30,<br><br><br>2021 June 30,<br><br><br>2021 March 31,<br><br><br>2021 December 31,<br><br><br>2020 September 30,<br><br><br>2020
(Dollars in thousands)
Total average stockholders’ equity $ 422,879 $ 404,039 $ 395,638 $ 409,572 $ 483,088
Less: average intangible assets 46,335 47,334 48,376 54,547 154,049
Average tangible common equity $ 376,544 $ 356,705 $ 347,262 $ 355,025 $ 329,039
Net income (loss) allocable to common stockholders $ 11,773 $ 15,166 $ 15,075 $ 12,488 $ (90,405 )
Goodwill impairment — — — — 104,831
Amortization of intangible assets 1,040 1,041 1,045 1,055 1,043
Less: tax effect 218 219 219 222 5,539
Adjusted net income allocable to common<br><br><br>stockholders $ 12,595 $ 15,988 $ 15,901 $ 13,321 $ 9,930
Return on total average stockholders’ equity<br><br><br>(ROAE) annualized 11.05 % 15.06 % 15.45 % 12.13 % (74.45 )%
Return on average tangible common equity<br><br><br>(ROATCE) annualized 13.27 % 17.98 % 18.57 % 14.93 % 12.01 %

Efficiency Ratio:  The efficiency ratio is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate the efficiency ratio by dividing non-interest expense, excluding merger expenses and goodwill impairment, by the sum of net interest income and non-interest income, excluding net gain on acquisition and net gain (loss) from securities transactions.  The GAAP-based efficiency ratio is non-interest expense divided by net interest income plus non-interest income.

In management’s judgment, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess operating expenses in relation to operating revenue by removing merger expenses and net gain (loss) from securities transactions.

The following table reconciles, as of the dates set forth below, the efficiency ratio to the GAAP-based efficiency ratio.

For the three months ended
September 30,<br><br><br>2021 June 30,<br><br><br>2021 March 31,<br><br><br>2021 December 31,<br><br><br>2020 September 30,<br><br><br>2020
(Dollars in thousands)
Non-interest expense $ 30,689 $ 25,806 $ 24,881 $ 28,460 $ 130,835
Less: goodwill impairment — — — — 104,831
Less: loss on debt extinguishment 372 — — — —
Less: merger expense 4,015 460 152 299 —
Non-interest expense, excluding goodwill<br><br><br>impairment, loss on debt extinguishment<br><br><br>and merger expense $ 26,302 $ 25,346 $ 24,729 $ 28,161 $ 26,004
Net interest income $ 38,975 $ 34,630 $ 31,759 $ 35,559 $ 32,107
Non-interest income $ 7,831 $ 9,100 $ 6,712 $ 8,500 $ 6,485
Less: net gain on acquisition — 663 (78 ) 2,145 —
Less: net gain (loss) from securities transactions 381 — 17 (1 ) —
Non-interest income, excluding net gain (loss) from<br><br><br>securities transactions and net gain on acquisition $ 7,450 $ 8,437 $ 6,773 $ 6,356 $ 6,485
Net interest income plus non-interest income,<br><br><br>excluding net gain on acquisition and net gain<br><br><br>(loss) from securities transactions $ 46,425 $ 43,067 $ 38,532 $ 41,915 $ 38,592
Non-interest expense to net interest income<br><br><br>plus non-interest income 65.57 % 59.01 % 64.67 % 64.60 % 339.02 %
Efficiency Ratio 56.65 % 58.85 % 64.18 % 67.19 % 67.38 %

Item 3: Quantitative and Qualitative Disclosures about Market Risk

Our asset-liability policy provides guidelines for effective funds management and management has established a measurement system for monitoring net interest rate sensitivity position within established guidelines.

As a financial institution, the primary component of market risk is interest rate volatility.  Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short-term maturity.  Interest rate risk is the potential of economic gains or losses due to future interest rate changes.  These changes can be reflected in future net interest income and/or fair market values.  The objective is to measure the effect on net interest income (“NII”) and economic value of equity (“EVE”) and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage interest rate exposure by structuring the balance sheet in the ordinary course of business.  We have the ability to enter into instruments such as leveraged derivatives, interest rate swaps, financial options, financial futures contracts or forward delivery contracts for the purpose of reducing interest rate risk. Currently, we do not have a material exposure to these instruments.  We also have the ability to enter into interest rate swaps as an accommodation to our customers in connection with an interest rate swap program.  Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the Asset Liability Committee (“ALCO”), which is composed of certain members of senior management, in accordance with policies approved by the Board of Directors.  ALCO formulates strategies based on appropriate levels of interest rate risk.  In determining the appropriate level of interest rate risk, ALCO considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors.  ALCO meets monthly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, securities purchase and sale activities, commitments to originate loans and the maturities of investment securities and borrowings.  Additionally, ALCO reviews liquidity, projected cash flows, maturities of deposits and consumer and commercial deposit activity.

ALCO uses a simulation analysis to monitor and manage the pricing and maturity of assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on net interest income.  The simulation tests the sensitivity of NII

and EVE. Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options within the investment securities portfolio.  Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts.  The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure the future NII and EVE.  Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

The change in the impact of net interest income from the base case for September 30, 2021, and December 31, 2020, was primarily driven by the rate and mix of variable and fixed rate financial instruments, the underlying duration of the financial instruments and the level of response to changes in the interest rate environment.  The increase in the level of negative impact to net interest income in the up interest rate shock scenarios is due to the assumed migration of non-term deposit liabilities to higher rate term deposits; the level of fixed rate investments and loans receivable that will not reprice to higher rates; advances; the variable rate subordinated debentures and the non-term deposits that are assumed not to migrate to term deposits that are variable rate and will reprice to the higher rates; and a portion of our portfolio of variable rate loans contain restrictions on the amount of repricing and frequency of repricing that limit the amount of repricing to the current higher rates.  These factors result in the negative impacts to net interest income in the up-interest rate shock scenarios that are detailed in the table below. In the down interest rate shock scenario, the main drivers of the negative impact on net interest income are the decrease in investment income due to the negative convexity features of the fixed rate mortgage backed securities, assumed prepayment of existing fixed rate loans receivable, the downward pricing of variable rate loans receivable, the constraint of the shock on non-term deposits and the level of term deposit repricing.  Our mortgage backed security portfolio is primarily comprised of fixed rate investments and as rates decrease, the level of prepayments is assumed to increase and cause the current higher rate investments to prepay and the assumed reinvestment will be at lower interest rates.  Similar to our mortgage backed securities, the model assumes that our fixed rate loans receivable will prepay at a faster rate and reinvestment will occur at lower rates.  The level of downward shock on the non-term deposits is constrained to limit the downward shock to a non-zero rate which results in a minimal reduction in the average rate paid.  Term deposits repricing will only decrease the average cost paid by a minimal amount due to the assumed repricing occurring at maturity.  These factors result in the negative impact to net interest income in the down interest rate shock scenario.

The change in the EVE from the base case for September 30, 2021, and December 31, 2020, is due to being in a liability sensitive position and the level of convexity in pre-payable assets.  Generally, with a liability sensitive position, as interest rates increase, the value of assets decrease faster than the value of liabilities and as interest rates decrease, the value of assets increase at a faster rate than liabilities.  However, due to the level of convexity in fixed rate pre-payable assets, we do not experience a similar change in the value of assets in a down interest rate shock scenario.  In addition, the mix of interest-bearing deposit and non-interest-bearing deposits impact the level of deposit decay and the resulting benefit of discounting from the non-interest-bearing deposits.  At September 30, 2021, non-interest-bearing deposits were approximately $192.8 million or 24.4% higher than that deposit type at December 31, 2020.  Substantially all investments and approximately 54.3% of loans are pre-payable and fixed rate and as rates decrease, the level of modeled prepayments increase.  The prepaid principal is assumed to reprice at the assumed current rates resulting in a smaller positive impact to the EVE.

Management utilizes static balance sheet rate shocks to estimate the potential impact on various rate scenarios.  This analysis estimates a percentage of change in the metric from the stable rate base scenario versus alternative scenarios of rising and falling market interest rates by instantaneously shocking a static balance sheet.  The following table summarizes the simulated immediate change in net interest income for twelve months as of the dates indicated.

Market Risk

Impact on Net Interest Income
Change in prevailing interest rates September 30,<br><br><br>2021 December 31,<br><br><br>2020
+300 basis points (4.6 )% (1.2 )%
+200 basis points (2.3 )% 0.4 %
+100 basis points (0.9 )% 1.0 %
0 basis points — —
-100 basis points (5.1 )% (2.3 )%

The following table summarizes the simulated immediate impact on economic value of equity as of the dates indicated.

Impact on Economic Value<br><br><br>of Equity
Change in prevailing interest rates September 30,<br><br><br>2021 December 31,<br><br><br>2020
+300 basis points (0.5 )% 12.8 %
+200 basis points 4.2 % 14.4 %
+100 basis points 3.3 % 9.2 %
0 basis points — —
-100 basis points (16.9 )% (21.2 )%

Item 4: Controls and Procedures

Evaluation of disclosure controls and procedures

An evaluation of the effectiveness of the design and operation of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management was required to apply judgement in evaluating its controls and procedures.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms.

Changes in internal control over financial reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 1:  Legal Proceedings

From time to time, we are a party to various litigation matters incidental to the conduct of our business.  See “NOTE 12 – LEGAL MATTERS” of the Condensed Notes to Interim Consolidated Financial Statements under Item 1 to this Quarterly report for a complete discussion of litigation matters.

Item 1A:  Risk Factors

There have been no material changes in the Company’s risk factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on March 9, 2021.

Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds

Repurchase of Common Stock

In September of 2020, the Company’s Board of Directors authorized the repurchase of up to 800,000 shares of the Company’s outstanding common stock, from time to time, beginning October 30, 2020, and concluding October 29, 2021.  The repurchase program does not obligate us to acquire a specific dollar amount or number of shares and it may be extended, modified or discontinued at any time without notice.

The following table presents shares that have been repurchased under the program during the third quarter of 2021.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
July 1, 2021 through July 31, 2021 8,439 $ 29.75 8,439 172,248
August 1, 2021 through August 31, 2021 14,000 $ 29.96 14,000 158,248
September 1, 2021 through September 30, 2021 34,800 $ 31.14 34,800 123,448
Total 57,239 $ 30.64 57,239 123,448

In September of 2021, the Company’s Board of Directors authorized the repurchase of up to an additional 1,000,000 shares of the Company’s outstanding common stock, from time to time, beginning October 29, 2021, and concluding October 28, 2022.  The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and it may be extended, modified or discontinued at any time without notice.  On October 20, 2021, the Federal Reserve Bank of Kansas City advised the Company that it had no objection to the authorization of this repurchase plan.

Item 3:  Defaults Upon Senior Securities

None

Item 4:  Mine Safety Disclosures

Not applicable.

Item 5:  Other Information

None

Item 6: Exhibits

Exhibit<br><br><br>No. Description
10.1*† Employment Agreement, dated November 1, 2021, between Equity Bank, Equity Bancshares, Inc. and Brad S. Elliott.
10.2*† Employment Agreement, dated November 1, 2021, between Equity Bank, Equity Bancshares, Inc. and Gregory Kossover.
10.3*† Employment Agreement dated November 1, 2021, between Equity Bank, Equity Bancshares, Inc. and Craig L. Anderson.
10.4*† Employment Agreement dated November 1, 2021, between Equity Bank, Equity Bancshares, Inc. and Julie Huber.
10.5*† Employment Agreement dated November 1, 2021, between Equity Bank, Equity Bancshares, Inc. and Brett A. Reber.
--- ---
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
* Filed herewith.
--- ---
** These exhibits are furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
--- ---
† Represents a management contract or a compensatory plan or arrangement.
--- ---

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.

Equity Bancshares, Inc.
November 8, 2021 By: /s/ Brad S. Elliott
Date Brad S. Elliott
Chairman and Chief Executive Officer
November 8, 2021 By: /s/ Eric R. Newell
Date Eric R. Newell
Executive Vice President and Chief Financial Officer

83

eqbk-ex101_278.htm

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 5^th^ day of November, 2021 (the “Effective Date”), by and between Equity Bank, a Kansas banking corporation (the “Bank”), and Brad S. Elliott (“Executive”). Equity Bancshares, Inc., a Kansas corporation and parent corporation of the Bank (“Parent”), is joining in this Agreement for the limited purpose of reflecting its agreement to provisions in this Agreement applicable to Parent.  Parent, the Bank and their respective subsidiaries and affiliates are referred to collectively as the “Equity Group.” Certain capitalized terms set forth herein have the meaning given to such terms in Section 20.

WHEREAS, the Bank desires to employ Executive and to enter into this Agreement setting forth the terms of such employment; and

WHEREAS, Executive agrees to accept such employment and to provide such services to the Bank in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein made and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Term of Employment; Duties.

(a)Term. Unless earlier terminated in accordance with Section 3, the term of this Agreement and Executive’s employment hereunder (the “Term”) will be for an initial period beginning on the Effective Date and ending on the third (3^rd^) anniversary of the Effective Date; provided that on the third (3^rd^) anniversary of the Effective Date and on each anniversary of such date thereafter (such date and each annual anniversary thereof a “Renewal Date”), the Term will automatically extend for a period of three years from such Renewal Date unless, at least 90 days before the applicable Renewal Date, either party gives notice to the other that the Term will not be so extended.  Upon termination of this Agreement and Executive’s employment hereunder for any reason, Executive will be deemed to have resigned from all positions that Executive holds as an officer or member of the board of directors of any member of the Equity Group.

(b)Title and Duties. During the Term, Executive will serve as Chairman and Chief Executive Officer and be located at the Wichita Rock Road location. In such positions, Executive will have such duties and perform such services as are commensurate with Executive’s position and such other duties and services as are from time to time reasonably assigned to Executive by the Direct Supervisor. Executive will report to the Direct Supervisor.  Executive agrees that he or she will at all times and to the best of his or her ability and experience faithfully perform all of the duties that may be required of him or her pursuant to the terms of this Agreement and will comply with all laws and regulations of appropriate governmental entities and all policies and procedures adopted by the Equity Group and applicable to Executive. Executive agrees to devote his or her full business time and attention to the performance of his or her obligations hereunder.

(c)Other Activities. During the Term, Executive may serve on civic, charitable or other not-for-profit boards or committees, manage personal investments after giving notice of any such proposed activities to the Director of Human Resources of the Bank and serve on boards of for-profit entities, in each case so long as such activities do not create a conflict of interest with any member of the Equity Group, interfere with the performance of Executive’s duties responsibilities hereunder, or violate any provision of this Agreement (including, without limitation, Section 4).

2.Compensation and Benefits.

(a)Base Salary.  During the Term, the Bank will pay to Executive an annualized base salary of $725,000 per year, payable in accordance with the Bank’s normal payroll practices. The base salary will be subject to annual review for increase but may not be decreased without Executive’s consent.  As used in this Agreement, the term “Base Salary” means, as of any given date, Executive’s annualized base salary as of such date.

(b)Annual Bonus.  For each calendar year ending during the Term, Executive will be eligible to earn an annual bonus (the “Annual Incentive Bonus”), provided that Executive does not earn any Annual Incentive Bonus for the prior completed calendar year if Executive engages in any acts or omissions constituting Cause for termination. The target Annual Incentive Bonus is equal to 75% of Base Salary (the “Target Bonus Amount”), prorated for the calendar year during which Executive is hired. The Target Bonus Amount will be reviewed annually by the Board (or a committee thereof) and may be adjusted upward in the Board’s sole discretion, but not downward during the initial year of the term. The actual amount of the Annual Incentive Bonus with respect to any calendar year will be determined by the Board (or a committee thereof) based on Executive’s and the Equity Group’s fulfillment of performance goals established by the Board or the Direct Supervisor with respect to the applicable calendar year. The Annual Incentive Bonus for any calendar year will (if and to the extent earned) be paid no later than the March 15th following the completion of such calendar year. Executive must remain continuously employed with the Equity Group through the payment date of the Annual Incentive Bonus in order to earn such Annual Incentive Bonus.

(c)Long-Term Incentive Awards.  Beginning in the calendar year after Executive is hired and for each calendar year thereafter during the Term, Executive will be eligible to receive annual equity awards (“Annual Equity Awards”) under Parent’s equity incentive plan (the “Equity Plan”), subject to approval of the Board (or a committee thereof). It is currently contemplated that such Annual Equity Awards will have a targeted grant date fair value equal to 65% of  Executive’s Base Salary for the calendar year of grant, and that the terms and conditions of the Annual Equity Awards (including, without limitation, the form of award(s), vesting schedule, performance objectives, and/or restrictive provisions) will be similar to the terms and conditions applicable to the annual equity awards made to the Equity Group’s other similarly situated employees. Any such Annual Equity Awards will be subject to the terms and conditions of the Equity Plan and any grant agreement, award agreement, or similar document entered into or issued in connection therewith.

(d)Employee Benefit Programs. During the Term, Executive will be eligible to participate in all employee benefit programs, including medical, dental and hospitalization programs, now or hereafter made available by the Bank to its senior executives, subject to terms and conditions of such programs, including eligibility. It is understood that the Bank reserves the right to modify and rescind any program or adopt new programs in its sole discretion.

(e)Vacation; Paid Time-Off. Executive will be entitled to paid vacation as outlined in Appendix A.

(f)Business Expenses. The Bank will pay or reimburse Executive’s reasonable business expenses, including expenses incurred for travel on Equity Group business, in accordance with the Bank’s expense reimbursement policies and procedures, as may be adopted or amended from time to time.

(g)Other Compensation and Benefits.  The Bank will pay or provide the compensation and benefits set forth on Appendix A, attached hereto, which is hereby incorporated herein by reference in its entirety and made a part hereof.

3.Termination of Employment. This Agreement and Executive’s employment hereunder may be terminated by the Bank or Executive at any time and for any reason; provided that, unless otherwise provided herein, either party is required to give the other party at least 60 days’ advance written notice of any termination of Executive’s employment. On termination of this Agreement and Executive’s employment hereunder, Executive will be entitled to the compensation and benefits described in this Section 3, subject to any applicable “claw-back” or compensation recovery policy and will have no further rights to any compensation or any other benefits from the Equity Group.

(a)Expiration of the Term, For Cause, or Without Good Reason.  This Agreement and Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank for Cause, or (z) by the Executive without Good Reason. In such event, Executive will be entitled to receive:

(i)Any accrued but unpaid Base Salary and accrued but unused vacation which will be paid in accordance with the Bank’s normal payroll practices following the date of Executive’s termination (the “Termination Date”);

(ii)Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause.  If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive;

(iii)Reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Bank’s expense reimbursement policies and procedures in effect at the time; and

(iv)Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

Items 3(a)(I) through 3(a)(iv) are referred to herein collectively as the “Accrued Amounts”.

(b)Termination by the Bank Without Cause or by Executive for Good Reason. This Agreement and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Bank without Cause. In the event of such termination, Executive will be entitled

to receive the Accrued Amounts and, subject to Executive’s compliance with Section 3(e) and Section 4 of this Agreement, Executive will be entitled to receive continued Base Salary (“Salary Continuation Payments”) for 12 months following the Termination Date payable in equal installments in accordance with the Bank’s normal payroll practices, which will commence on the first regularly scheduled payroll date following the effective date of the Release (defined below). The first installment of the Salary Continuation Payments will include all amounts of Base Salary that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date.

(c)Death or Disability. This Agreement and Executive’s employment hereunder will terminate automatically on the Executive’s death during the Term, and the Bank may terminate Executive’s employment on account of Executive’s Disability. If Executive’s employment is terminated during the Term on account of Executive’s death or Disability, Executive (or Executive’s estate, legal representatives and/or beneficiaries, as the case may be) will be entitled to receive the Accrued Amounts.

(d)Change of Control Termination.  If this Agreement and Executive’s employment hereunder is terminated by Executive for Good Reason, by the Bank (or its successor) without Cause, or due to the Bank’s (or its successor’s) nonrenewal of the Agreement, in each case within 12 months following a Change of Control, then, in lieu of any payment payable to Executive under this Section 3, Executive will be entitled to receive the Accrued Amounts and, to the extent permissible under 12 U.S.C. 1828(k) and 12 C.F.R. Part 359 and subject to Executive’s compliance with Section 3(e) and Section 4, a lump sum payment (the “Change of Control Severance Payment”) equal to 2.99 times the sum of (i) Executive’s Base Salary for the calendar year immediately preceding the calendar year in which the Termination Date occurs and (ii) all other cash compensation paid by the Equity Group and received by Executive during such calendar year (but, for avoidance of doubt, not including the value of any equity-based compensation).  The Change of Control Severance Payment will be paid within 10 days following the effective date of the Release (defined below); provided that if the Release Execution Period (defined below) begins in one taxable year and ends in another taxable year, payment of the Change of Control Severance Payment will be made in the second taxable year.

(e)Release Requirement.  Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, is conditioned on Executive’s execution and delivery of a separation agreement and release of claims in favor of the Equity Group, its officers, directors, employees and agents in a form provided by the Bank (the “Release”) and such Release becoming effective and irrevocable within 60 days following the Termination Date (such 60-day period, the “Release Execution Period”).  The Release will include an affirmation of the restrictive covenants set forth in Section 4, and will be in a form and substance satisfactory to the Bank.

(f)Equity Awards.  Notwithstanding anything in this Agreement to the contrary, the treatment of any equity award held by Executive as of the Termination Date will be determined in accordance with the terms of the applicable Parent equity incentive plan and award agreement.

(g)Severance Benefits Not Includable for Employee Benefits Purposes.  Except to the extent the terms of any applicable benefit plan, policy or program provide otherwise, any benefit programs of the Equity Group that take into account Executive’s income will exclude any and all severance benefits provided under this Agreement.

(h)Exclusive Severance Benefits.  If Executive becomes entitled to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, then such payment(s) will be in lieu of any other severance or similar benefits that would otherwise be payable under any other agreement, plan, program or policy of the Equity Group.

4.Restrictive Covenants.

(a)Confidential Information.

(i)Executive acknowledges that the business of the Equity Group is highly competitive and that the Equity Group will provide Executive with access to Confidential Information relating to the business of the Equity Group, its customers and their respective affiliates. Executive acknowledges that this Confidential Information constitutes a valuable, special, and unique asset used by the Equity Group in its business to obtain a competitive advantage over their competitors.

(ii)Executive further acknowledges that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Equity Group in maintaining its competitive position.  Executive also will have access to, or knowledge of, Confidential Information of third parties, such as actual and potential customers, suppliers, partners, joint venturers, investors, financing sources and the like, of the Equity Group.

(iii)Executive agrees that he or she will not, at any time during or after Executive’s employment or service with the Equity Group, make any unauthorized disclosure of any Confidential Information or make any use thereof except in the carrying out of Executive’s employment responsibilities hereunder. Executive also agrees to preserve and protect the confidentiality of third-party Confidential Information to the same extent, and on the same basis, as the Equity Group’s Confidential Information.

(iv)Executive understands that nothing contained in this Agreement (including, without limitation, Section 4(e)) limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (“SEC”) or other governmental agency. Executive further understands that nothing in this Agreement (including, without limitation, Section 4(e)) limits Executive’s ability to communicate with the SEC or any other governmental agency or otherwise participate in any investigation or proceeding that may be conducted by the SEC or such other agency, including providing documents or other information, without notice to any member of the Equity Group. This Agreement does not limit Executive’s right to receive an award for information provided to the SEC or any other governmental agency.

(v)Executive and the Equity Group specifically acknowledge that 18 U.S.C. § 1833(b) provides: “An individual will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, notwithstanding anything to the contrary in the foregoing, the parties to this Agreement have the right to

disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law.

(b)Non-Competition Obligations.

(i)Executive acknowledges that the Equity Group is providing Executive with access to Confidential Information. Ancillary to Executive’s agreement not to disclose Confidential Information, to protect the Confidential Information described above, and in consideration for Executive’s receiving access to this Confidential Information and compensation stated in this Agreement, the Bank and Executive agree to the following non-competition provisions. Executive agrees that during the Restricted Period, Executive will not, directly or indirectly, (A) engage or participate in the ownership, management, operation, control or financing of, (B) provide any service, advice or assistance regarding the management, operation, formation or acquisition of, or (C) have any financial interest in, whether as organizer, director, advisory director, officer, employee, consultant, partner, contractor, stockholder (other than as a holder of less than 3% of the capital stock of a Financial Institution (defined below), whether the Financial Institution is a privately held company or a reporting company under the Securities Exchange Act of 1934), any national or state commercial bank, credit union, thrift, or savings institution, or any person or entity seeking to acquire or form such an institution or company (“Financial Institution”), competitive with that of the Equity Group or the Equity Group’s business as it exists on the date hereof which has a branch or loan production office located in the Restricted Area, including but not limited to a Financial Institution engaged in, or which controls any entity engaged in, retail banking services, commercial banking services, consumer savings accounts, deposit production, commercial loan production or commercial or commercial real estate lending services in the Restricted Area.

(ii)Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses in the Restricted Area and during the Restricted Period, but acknowledges that these restrictions are necessary to protect the Confidential Information that Executive has provided or made available to Executive.

(iii)Executive agrees that this provision defining the scope of activities constituting prohibited competition with the Equity Group is narrow and reasonable for the following reasons: (i) Executive is free to seek employment with other companies providing services that do not directly or indirectly compete with any business of the Equity Group; (ii) Executive is free to seek employment with other companies in the banking business that do not directly or indirectly compete with any business of the Equity Group; and (iii) there are many other companies in the banking business that do not directly or indirectly compete with any business of the Equity Group. Thus, this restriction on Executive’s ability to compete does not prevent Executive from using and offering the skills that Executive possessed prior to receiving Confidential Information, specialized training, and knowledge from the Equity Group.

(c)Non-Solicitation of Clients and Customers. Executive agrees that during the Restricted Period, Executive will not directly or indirectly solicit, contact or call upon any current or prospective client or customer of the Equity Group with whom Executive had material contact during the course of his or her employment or service with the Equity Group for the purpose of providing banking or banking related services other than through the Equity Group. For this

purpose, “material contact” exists between Executive and each current or prospective client or customer: (i) with whom Executive dealt; (ii) whose dealings with the Equity Group were coordinated or supervised by Executive; or (iii) about whom Executive obtained or had access to Confidential Information in the ordinary course of business as a result of Executive’s performance of his duties and responsibilities hereunder.

(d)Non-Solicitation of Employees. Executive agrees that during the Restricted Period, Executive will not, either directly or indirectly, call on, solicit, or induce any other employee or officer of the Equity Group whom Executive had contact with, knowledge of, or association with in the course of employment or service with the Equity Group (a “Covered Employee”) to terminate his or her employment, and will not assist any other person or entity in such a solicitation; provided, however, that the foregoing: (i) shall not apply to any Covered Employee who is no longer employed by the Equity Group or has otherwise resigned from employment with the Equity Group; (ii) shall not prohibit Executive from making a general solicitation for employment that is not targeted at any Covered Employees.

(e)Cooperation.  Executive agrees he or she will reasonably cooperate with the members of the Equity Group  with respect to any matters arising during or related to his employment, including but not limited to reasonable cooperation in connection with any litigation, governmental investigation, or regulatory or other proceeding which may have arisen or which may arise following the execution of this Agreement other than in connection with any litigation or other proceeding commenced by a member of the Equity Group against Executive and other than any litigation or other proceeding commenced by Executive against a member of the Equity Group to enforce Executive’s rights under this Agreement. As part of such reasonable cooperation, Executive shall provide information to the Equity Group and its attorneys with respect to any matter arising during or related to his or her employment, shall make himself or herself reasonably available to meet with Equity Group personnel and the Equity Group’s attorneys, and will, at the Equity Group’s reasonable request and upon reasonable notice, travel to such places as the Equity Group may specify (for which the Equity Group will reimburse Executive for his or her reasonable travel and lodging expenses). Finally, as part of such reasonable cooperation agreed to herein, Executive shall promptly notify Parent’s General Counsel, within three business days of his or her actual receipt from any third party or governmental entity of a request for testimony and/or documents, whether by legal process or otherwise, relating to any matter arising during or relating to his or her employment or directorship with any member of the Equity Group.

(f)Additional Agreements.  During the period that begins on the Effective Date and ends of the first to occur of (x) the date that is five (5) years following the Termination Date or (y) the date of a Change of Control, Executive agrees that he or she will not, without the prior approval of the Board or in the course of his or her normal duties and responsibilities hereunder on behalf of the Equity Group, directly or indirectly: (i) engage in any solicitation of proxies or consents or become a “participant” in a contested “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of Parent; (ii) seek or submit, or encourage any person or entity to seek or submit, nomination(s) in furtherance of a “contested solicitation” for the appointment, election or removal of directors with respect to Parent or seek, encourage or take any other action with respect to the appointment, election or removal of any directors of Parent, other than a “solicitation” or acting as a “participant” in support of the nomination and election of all directors then comprising the Incumbent Board, and any individual whose election, or nomination for election to the Board, was approved by a vote of at least a majority of the directors then

comprising the Incumbent Board; (iii) make any public proposal, alone or in concert with others, to amend any provision of Parent’s certificate of incorporation or bylaws; or (iv) alone or in concert with others (A) make any proposal for consideration by stockholders of Parent at any annual or special meeting of stockholders of Parent, (B) affirmatively solicit a third party, on an unsolicited basis, to make an offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition or other business combination involving Parent, or publicly encourage or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to Parent by such third party prior to such proposal becoming public, or (E) call or seek to call a special meeting of stockholders.

(g)Non-Disparagement. Executive represents, covenants and agrees that he or she will not at any time during the Term or after the Termination Date, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or business practices of the Equity Group or any its stockholders, directors, officers, employees, as applicable, except when such statement or communication (i) is made in a full and accurate response to any question, inquiry or request for information made in connection with a legal proceeding or a government investigation, (ii) required by the Equity Group’s policies or procedures or made by Executive in the normal course of performing his or her duties on behalf of the Equity Group (including in connection with any public or regulatory filing by a member of the Equity Group), or (iii) is otherwise required by applicable law.

(h)Return of Property.  Executive agrees to deliver promptly to the Bank, upon termination of his or her employment hereunder, or at any other time when the Bank so requests, all documents and other materials (including electronically stored information) received by Executive in connection with the performance of his or her duties hereunder relating to the business of the Equity Group, including without limitation: contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any documents relating to the business of the Equity Group and all copies thereof and therefrom; provided, however, that Executive will be permitted to retain copies of any documents or materials of a personal nature or otherwise related to Executive’s rights under this Agreement, copies of this Agreement and any attendant or ancillary documents specifically including any documents referenced in this Agreement and copies of any documents related to Executive’s equity incentive awards and other compensation.

(i)Injunctive Relief.  Executive acknowledges that a breach of any of the covenants contained in this Section 4 may result in material, irreparable injury to the Equity Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat of breach, Parent and/or the Bank will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Executive from engaging in activities prohibited by this Section 4 or such other relief as may be required to specifically enforce any of the covenants in this Section 4.  Such remedies will be in addition to all other remedies available to Parent and/or the Bank, at law and equity.

(j)Adjustment of Covenants.  The parties consider the covenants and restrictions contained in this Section 4 to be reasonable in all respects. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of application been modified, such covenant or restriction will be deemed to have been applied with such modification as would be necessary and consistent with the intent of the parties to have made it valid, enforceable and effective.

5.Proprietary Information; Inventions.

(a)Executive agrees that any and all information and data originated by Executive while employed by the Equity Group and, where applicable, by other employees or associates under Executive’s direction or supervision in connection with or as a result of any work or service performed under the terms of Executive’s employment, will be promptly disclosed to the Bank, will become the Equity Group’s property, and will be kept confidential by Executive. Any and all such information and data, reduced to written, graphic or other tangible form and any and all copies and reproduction thereof will be furnished to the Bank upon request and in any case will be returned to the Bank upon Executive’s termination of employment for any reason.

(b)Executive agrees that Executive will promptly disclose to the Bank all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Executive performs for the Equity Group.

(c)Executive agrees that he or she will assign the entire right, title and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to the Bank. Executive further agrees that Executive will, without expense to the Bank other than reimbursement of Executive’s business expenses, execute all documents and do all acts which may be necessary, desirable or convenient to enable the Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

  1. Notices. All notices, requests, demands and other communications required or permitted hereunder will be in writing and will be deemed to have been given upon receipt when delivered by hand or upon delivery to the address of the party determined pursuant to this Section when delivered by express mail, overnight courier or other similar method to such address or by electronic mail transmission (provided a copy is also sent by registered or certified mail or by overnight courier), or three (3) business days after deposit of the notice in the US mail, if mailed by certified or registered mail, with postage prepaid addressed to the respective party as set forth below, which address may be changed by written notice to the other party:

If to Parent or the Bank:

Equity Bank

7701 E. Kellogg, Suite 300

Wichita, Kansas 67202

Attn: CEO

E-mail: brade@equitybank.com

If to Executive, the most recent electronic mail or physical address on file with the Bank.

7.Section 280G.

(a)Notwithstanding anything in this Agreement to the contrary, in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to Executive, a calculation will be made comparing (i) the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) of the immediately preceding sentence is less than the amount calculated under clause (ii) thereof, then the Payments will be limited to the extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”).

(b)The reduction of the Payments, if applicable, will be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “Determination Firm”). For purposes of this Section 7, present value will be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 7, the “Parachute Value” of a Payment means the present value as of the date of the Change of Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(c)All determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed, whether the Payments will be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, will be made by the Determination Firm, which will provide detailed supporting calculations both to the Bank and Executive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Bank. All fees and expenses of the Determination Firm will be borne solely by the Bank. Any determination by the Determination Firm will be binding upon the Bank and Executive.

(d)As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Determination Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive that the Determination Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive will be repaid by Executive to the appropriate member of the Equity Group together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment will be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Determination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Equity Group to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March

15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(e)To the extent requested by Executive, the Bank will cooperate with the Executive in good faith in valuing, and the Determination Firm will take into account the value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of Parent or the Bank (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

8.Section 409A of the Code.

(a)The amounts payable pursuant to this Agreement are intended to be exempt from Section 409A of the Code and related U.S. treasury regulations or official pronouncements and will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable under this Agreement is determined to be subject to Section 409A of the Code, this Agreement will be construed in a manner that will comply with Section 409A of the Code.  The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A of the Code. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment.

(b)If any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, Parent or the Bank, as applicable, will have the discretion to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary to comply with the requirements of Section 409A of the Code to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code.

(c)Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of Section 409A of the Code, then any payments and benefits under this Agreement that are subject to Section 409A of the Code and paid by reason of a termination of employment will be made or provided on the later of (i) the payment date set forth in this Agreement or (ii) the date that is the earliest of (A) the expiration of the six-month period measured from the Termination Date, or (B) the date of Executive’s death (the “Delay Period”).  Payments and benefits subject to the Delay Period will be paid or provided to Executive without interest for such delay.

Any expense reimbursement payable to Executive under the terms of this Agreement will be paid on or before March 15 of the calendar year following the calendar year in which such reimbursable expense was incurred. The amount of such reimbursements that the Bank is obligated to pay in any given calendar year will not affect the amount the Bank is obligated to pay

in any other calendar year. In addition, Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits.

9.Binding Effect; Successors and Assigns. This Agreement will inure to the benefit of and be binding upon and enforceable by Executive and his estate, personal representatives, and heirs, and by Parent, the Bank and their respective successors and assigns. This Agreement and the payments hereunder may not be assigned, pledged or otherwise hypothecated by Executive. The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession had taken place. As used in this Agreement, the “Bank” will mean the Bank as herein defined and any successor to their respective business or assets which assumes this Agreement by operation of law or otherwise.

10.Entire Agreement. This Agreement is intended by the parties hereto to constitute the entire understanding of the parties with respect to the employment of Executive as an employee and officer of the Bank following the Effective Time and supersedes and replaces any prior offer letter or employment agreement by and between the Bank and Executive.

11.Withholding of Taxes. Parent and the Bank may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as Parent or the Bank, as applicable, is required to withhold pursuant to any applicable law, regulation or ruling.

12.Dispute Resolution/Agreement to Arbitrate Claims. To ensure the rapid and economical resolution of disputes that may arise in connection with Executive’s employment with Parent and the Bank, Executive, Parent and the Bank agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, Executive’s employment with Parent or the Bank, or the termination of Executive’s employment from Parent or the Bank, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1, et seq. and to the fullest extent permitted by law, by final, binding and confidential arbitration, provided that neither party may initiate arbitration until 30 days after mediation with a mediator agreed upon by the parties, and where mediation does not result in resolution of the dispute.

  1. Except as provided below, Parent, the Bank and Executive agree that confidential arbitration is the exclusive, final and biding method for resolving all such claims

(a)Claims Covered By this Agreement. Disputes that are subject to arbitration under this Agreement include, but are not limited to, claims for wages or other compensation due, including claims for overtime; meal or rest break claims; claims for breach of any contract or covenant (express or implied); tort claims, including, but not limited to claims for defamation, intentional infliction of emotional distress, invasion of privacy, and all negligence-based claims; personal injury claims; claims for discrimination, harassment and/or retaliation in employment including, but not limited to claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Sarbanes-Oxley Act, all as they may have been amended from time to time, claims for misclassification, and claims for violation of common law or any other federal, state, or local laws relating to employment or separation from employment or benefits associated with employment or separation for employment.

(b)Claims Not Covered By this Agreement. Claims for workers’ compensation, unemployment insurance, and claims for injunctive relief are not covered by this Agreement. Nothing in this Agreement is intended to prevent Executive from filing an administrative claim with the Equal Employment Opportunity Commission. Moreover, Executive, Parent or the Bank may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and/or enforce and arbitration award.

(c)Arbitration Rules and Procedures. The arbitration is to be conducted in or near Wichita, Kansas by JAMS, Inc. (“JAMS”) or its successors before a mutually selected single neutral arbitrator, under JAMS’ then applicable rules and procedures for employment disputes (which will be provided to Executive upon request); provided that the arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s essential findings and conclusions on which the award was based and a statement of the award. Executive, Parent and the Bank each shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Questions of whether a claim is subject to arbitration under this Agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. To the maximum extent permitted by applicable law, all claims, disputes, or causes of action under this section, whether by Executive, Parent or the Bank, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. EACH OF EXECUTIVE, PARENT AND THE BANK ACKNOWLEDGE THAT BY AGREEING TO THIS ARBITRATION PROCEDURE, THEY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE THROUGH A TRIAL BY JURY OR JUDGE OR ADMINISTRATIVE PROCEEDING. The Bank shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law (that is, costs that are unique to arbitration) and shall pay the arbitrator’s fee. Each party shall pay the fees of its attorneys, the expenses of its witnesses, and any other costs and expenses that the party incurs in connection with the arbitration; provided that an arbitrator may award attorneys’ fees to the prevailing party, if the arbitrator determines in its sole discretion that such an award is permitted by applicable law. Any dispute as to whether a cost is unique to arbitration will be exclusively resolved by the arbitrator. Each of Executive, Parent and the Bank have the right to be represented by legal counsel at any arbitration proceeding. The arbitration proceedings will be confidential to the extent permitted by law. Executive, Parent and the Bank will maintain all information and documents exchanged in connection with and in the course of the arbitration as confidential, except to the extent the disclosure of such information or documentation is necessary to enforce any award or challenge any award as permitted by the applicable law.

(d)No Change in At-Will Employment. This agreement to arbitrate claims is not a contract of employment, expressed or implied, and Executive, Parent and the Bank acknowledge that Executive’s employment is at-will and that this agreement does not change the “at-will” status of Executive’s employment subject to the Bank’s obligations under Sections 3 (b) and (d). EACH OF EXECUTIVE, PARENT AND THE BANK ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE TERMS OF SECTION 12, AGREEMENT TO ARBITRATE CLAIMS, AND AGREE TO BE BOUND BY ITS TERMS.

14.Amendments. This Agreement may not be amended or modified except in writing signed by both parties.

15.Right to Setoff. The Bank may, to the extent permitted by applicable law, deduct from and setoff against any amounts payable by the Bank to Executive under this Agreement or otherwise such amounts as may be owed by Executive to the Bank, although the Executive shall remain liable for any part of Executive’s payment obligation not satisfied through such deduction and setoff. By signing this Agreement, Executive agrees to any deduction or setoff under this Section 15, to the maximum extent permitted by law.

16.Waivers. The failure of either party to insist upon the strict performance of any provision hereof will not constitute a waiver of such provision. All waivers must be in writing.

17.Future Employers. The Bank may notify anyone employing Executive or evidencing an intention to employ Executive as to the existence and provisions of this Agreement and may provide any such person or organization a copy of this Agreement. Executive agrees that for a period equal to the Restricted Period after Executive’s termination of employment for any reason, Executive will provide the Bank the identity of any employer Executive goes to work for along with Executive’s job title and anticipated job duties with any such employer.

18.Governing Law. This Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the laws of the State of Kansas, excluding its conflicts of laws.

19.Severability. In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement will not be affected thereby.

20.Definitions. For purposes of this Agreement:

(a)“Cause” means any of the following acts or omissions by Executive: (i) any act or omission requiring the Bank to terminate Executive in order to comply with Section 19 of the Federal Deposit Insurance Act, 12 USC Section 1829(a), (ii) the commission of a felony or any other crime involving moral turpitude or the pleading of nolo contendere to any such act, (iii) the commission of any act or acts of dishonesty when such acts are intended to result or result, directly or indirectly, in gain or personal enrichment of Executive or any related person or affiliated company and are intended to cause harm or damage to any member of the Equity Group, (iv) the illegal use of controlled substances, (v) the misappropriation or embezzlement of assets of any member of the Equity Group, (vi) the breach of any material term or provision of this Agreement, (vii) a knowing and willful violation of a material business directive of the Direct Supervisor that is not remedied within a reasonable period after receipt of written notice from the Direct Supervisor, who may determine the reasonable cure period in such written notice; (viii) continuing or habitual drug or alcohol use that materially interferes with the performance of Executive’s duties and responsibilities; or (ix) failure or refusal by Executive to substantially perform his or her duties to the reasonable satisfaction of the Direct Supervisor.  The Bank may place Executive on paid leave for up to 60 days while it is determining whether there is a basis to terminate the Executive's employment for Cause. Any such action by the Bank will not constitute Good Reason.

(b)“Change of Control” means the occurrence, after the Effective Date, of any event described in (i), (ii) or (iii) below.

(i)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then-outstanding equity interests of Parent (the “Outstanding Company Equity”) or (B) the combined voting power of the then-outstanding voting securities of Parent entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 19(b)(i), the following acquisitions will not constitute a Change of Control: (1) any acquisition directly from Parent, (2) any acquisition by Parent, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Parent, the Bank, or any of their respective affiliates, or (4) any acquisition by any corporation or other entity pursuant to a transaction that complies with Section 19(b)(iii)(X), Section 19(b)(iii)(Y), or Section 19(b)(iii)(Z);

(ii)Any time at which individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Parent’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii)Consummation of (A) a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Parent or any of its subsidiaries, (B) a sale or other disposition of assets of Parent that have a total gross fair market value (i.e., determined without regard to any liabilities associated with such assets) equal to or more than 75% of the total gross fair market value of all of the assets of Parent immediately prior to such sale or other disposition, or (C) the acquisition of assets or equity interests of another entity by Parent or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (X) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Equity and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding equity interests and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or equivalent body of the entity resulting from such Business Combination (including, without limitation, a corporation or other entity that, as a result of such transaction, owns Parent or all or substantially all of Parent’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Equity and the Outstanding Company Voting Securities, (Y) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of Parent or such other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then-outstanding equity interests of the entity resulting from such Business Combination

or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (Z) at least a majority of the members of the board of directors of the corporation or equivalent body of any other entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

(c)“Code” means the Internal Revenue Code of 1986, as amended.

(d)“Confidential Information” means and includes the Equity Group’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information regarding customers, employees, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Equity Group’s relationship with that customer); pricing strategies and price curves; plans and strategies for expansion or acquisitions; budgets; customer lists; research; financial and sales data; trading terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Equity Group; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

(e)“Direct Supervisor” means the Board of Directors of the Parent.

(f)“Disability” means the inability of Executive to perform the essential functions of his position with or without reasonable accommodation by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(g)“Good Reason” means a termination of employment by Executive due to the occurrence of one (1) or more of the following events which are not corrected within thirty (30) days after receipt of written notice from Executive to the Board:

(i)A material adverse change in Executive’s status, title, position or responsibilities (including reporting responsibilities) with the Bank;

(ii)Assignment to Executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of Executive with the Bank;

(iii)A material reduction in Executive’s Base Salary;

(iv)The requiring of Executive to relocate his or her principal business office to any place outside a thirty (30) mile radius from Executive’s current place of

employment in Wichita, Kansas (reasonable required travel on Equity Group business will not constitute a relocation of Executive’s principal business office); or

(v)A material breach of any provision of this Agreement which is not timely corrected by Parent or the Bank, as applicable, upon thirty (30) days prior written notice from Executive;

provided, however, that Executive must provide notice to the Board within ninety (90) days of obtaining knowledge of any of the events listed above and Executive must terminate his or her employment no later 90 days from the date of the occurrence of any of the foregoing events in order for such termination to be deemed a termination for Good Reason.

(h)“Restricted Area” means, as of any given date, any county in which the Bank has a physical location or has taken material steps to establish a physical location, and any county that is contiguous to any such county.

(i)“Restricted Period” means the period that begins on the Effective Date and ends twelve (12) months following the Termination Date.

21.Survival.  Provisions of this Agreement will survive any termination of Executive’s employment if so provided or if necessary or desirable to fully accomplish the purposes of the other surviving provisions, including, without limitation, the obligations of Executive under Section 4 and the obligations of the Bank under Sections 3,

22.Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or e-mail), each of which is deemed an original, but which together will constitute one and the same instrument.

23.Section Headings; Construction. The section headings used in this Agreement are included solely for convenience and will not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” will mean “including, without limitation.”

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EQUITY BANK
By: /s/ Jerry P. Maland
Name: Jerry P. Maland
Title: Chairman, Compensation Committee
EXECUTIVE
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/s/ Brad S. Elliott
Brad S. Elliott
For the limited purposes set forth herein:<br><br><br>EQUITY BANCSHARES, INC.
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By: /s/ Jerry P. Maland
Name: Jerry P. Maland
Title: Chairman, Compensation Committee

APPENDIX A

Other Compensation and Benefits

A Vacation and Management Benefits.  Executive shall be entitled to: (i) two hundred (200) hours annual paid vacation (which shall not accumulate from year to year and shall be paid upon termination); (ii) sick leave in accordance with Bank policy; (iii) payment of country club membership dues (as well as any assessments related thereto) of the Board’s choice; (iv) the use of an appropriate company vehicle or company aircraft per company policy; and (v) the option to purchase the company vehicle upon termination of Executive’s employment  for the depreciated value of such vehicle at the month end prior to such termination.  Executive’s personal use of the vehicle will be charged to him at year-end as additional compensation.  Executive shall be responsible for his personal expenses at the country club and for compliance with IRS regulations regarding recordkeeping for personal automobile use and personal aircraft use.  Any undocumented use of the country club shall be charged to Executive monthly as a personal expense.  Executive shall be absent from Bank for at least five (5) consecutive business days per year.  In addition, Executive shall be allowed to use “points” or “awards” earned from the use of any corporate credit card, any airline carrier, or hotel chain for personal use so long as Executive personally pays for any fees associated with securing such cards or memberships in such reward programs.  Upon termination, Executive shall be entitled to all “points” or “awards” earned from the use of any corporate credit card, any airline carrier, or hotel chain for personal use so long as Executive personally pays for any fees associated with securing such cards or memberships in such reward programs.
B. Additional Benefits.  Bank maintains a life insurance policy on the life of Executive (New York Life Policy No. 48948720) (the “Policy”).  The Policy is owned by and is transferrable at the election of Executive.  Bank shall pay all premiums associated with the Policy during the term hereof.  Bank’s portion of the premium will be included in Executive’s compensation.  Executive shall be entitled to all other benefits of employment provided to the other officers of Bank on the same terms as such benefits are generally available. Including, but not limited to health insurance and similar employee benefits.
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C. Reimbursement.  Executive shall be reimbursed for all reasonable “out-of-pocket” business expenses for continuing training and education, business travel and business entertainment (and where appropriate for business reasons, the business travel and business entertainment of Executive’s spouse) incurred in connection with the performance of Executive’s duties under this Agreement.  The reimbursement of Executive’s business expenses shall be upon monthly presentation to and approval by Bank (in accordance with Bank’s expense reimbursement policy) of valid receipts and other appropriate documentation for such expenses, and in accordance with applicable governmental bank regulations.  Annually, the Chief Financial Officer of Parent shall submit a summary of all personal and business expenses of Executive paid by Bank to the chairman of the Compensation Committee of Bank for review and approval, consistent with Bank’s expense reimbursement policy.
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D. Restrictions on Reimbursements, Gross-Ups and In-Kind Benefits.  Any reimbursements, gross-ups, or in-kind benefits to be provided pursuant to this Agreement (including, but not limited to the benefits described herein) which are taxable to Executive shall be subject to the following restrictions:  (i) each reimbursement or gross-up must be paid no later than the last day of the calendar year following Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; (ii) the amount of expenses or taxes eligible for reimbursement or in-kind benefits or gross-ups provided during a tax year of Executive may not affect the expenses or taxes eligible for reimbursement or in-kind benefits or gross-ups to be provided in any other tax year of Executive; (iii) the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end two (2) years after termination of this Agreement; and (iv) the right to reimbursement, gross-up, or in-kind benefits is not subject to liquidation or exchange for another benefit.
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E. Purchase of Aircraft upon Change of Control Termination.  Upon termination of Executive pursuant to Section 3 (d) of this Agreement, Executive shall be entitled, but not required to purchase the Cessna 182T aircraft owned by the Equity Group for the depreciated value of such asset at the month end prior to such termination.
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20

eqbk-ex102_276.htm

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 5^th^ day of November, 2021 (the “Effective Date”), by and between Equity Bank, a Kansas banking corporation (the “Bank”), and Gregory Kossover (“Executive”). Equity Bancshares, Inc., a Kansas corporation and parent corporation of the Bank (“Parent”), is joining in this Agreement for the limited purpose of reflecting its agreement to provisions in this Agreement applicable to Parent.  Parent, the Bank and their respective subsidiaries and affiliates are referred to collectively as the “Equity Group.” Certain capitalized terms set forth herein have the meaning given to such terms in Section 20.

WHEREAS, the Bank desires to employ Executive and to enter into this Agreement setting forth the terms of such employment; and

WHEREAS, Executive agrees to accept such employment and to provide such services to the Bank in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein made and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Term of Employment; Duties.

(a)Term. Unless earlier terminated in accordance with Section 3, the term of this Agreement and Executive’s employment hereunder (the “Term”) will be for an initial period beginning on the Effective Date and ending on the third (3^rd^) anniversary of the Effective Date; provided that on the third (3^rd^) anniversary of the Effective Date and on each anniversary of such date thereafter (such date and each annual anniversary thereof a “Renewal Date”), the Term will automatically extend for an additional one year from such Renewal Date unless, at least 90 days before the applicable Renewal Date, either party gives notice to the other that the Term will not be so extended.  Upon termination of this Agreement and Executive’s employment hereunder for any reason, Executive will be deemed to have resigned from all positions that Executive holds as an officer or member of the board of directors of any member of the Equity Group.

(b)Title and Duties. During the Term, Executive will serve as Chief Operating Officer and Executive Vice President and be located at the Wichita Rock Road location. In such positions, Executive will have such duties and perform such services as are commensurate with Executive’s position and such other duties and services as are from time to time reasonably assigned to Executive by the Direct Supervisor. Executive will report to the Direct Supervisor.  Executive agrees that he or she will at all times and to the best of his or her ability and experience faithfully perform all of the duties that may be required of him or her pursuant to the terms of this Agreement and will comply with all laws and regulations of appropriate governmental entities and all policies and procedures adopted by the Equity Group and applicable to Executive. Executive agrees to devote his or her full business time and attention to the performance of his or her obligations hereunder.

(c)Other Activities. During the Term, Executive may serve on civic, charitable or other not-for-profit boards or committees, manage personal investments and, subject to the prior written approval of the Direct Supervisor, serve on boards of for-profit entities, in each case so long as such activities do not create a conflict of interest with any member of the Equity Group, interfere with the performance of Executive’s duties responsibilities hereunder, or violate any provision of this Agreement (including, without limitation, Section 4).

2.Compensation and Benefits.

(a)Base Salary.  During the Term, the Bank will pay to Executive an annualized base salary of $408,000 per year, payable in accordance with the Bank’s normal payroll practices. The base salary will be subject to annual review for increase but may not be decreased without Executive’s consent.  As used in this Agreement, the term “Base Salary” means, as of any given date, Executive’s annualized base salary as of such date.

(b)Annual Bonus.  For each calendar year ending during the Term, Executive will be eligible to earn an annual bonus (the “Annual Incentive Bonus”), provided that Executive does not earn any Annual Incentive Bonus for the prior completed calendar year if Executive engages in any acts or omissions constituting Cause for termination. The target Annual Incentive Bonus is equal to 65% of Base Salary (the “Target Bonus Amount”), prorated for the calendar year during which Executive is hired. The Target Bonus Amount will be reviewed annually by the Board (or a committee thereof) and may be adjusted upward in the Board’s sole discretion, but not downward during the initial year of the term. The actual amount of the Annual Incentive Bonus with respect to any calendar year will be determined by the Board (or a committee thereof) based on Executive’s and the Equity Group’s fulfillment of performance goals established by the Board or the Direct Supervisor with respect to the applicable calendar year. The Annual Incentive Bonus for any calendar year will (if and to the extent earned) be paid no later than the March 15th following the completion of such calendar year. Executive must remain continuously employed with the Equity Group through the payment date of the Annual Incentive Bonus in order to earn such Annual Incentive Bonus.

(c)Long-Term Incentive Awards.  Beginning in the calendar year after Executive is hired and for each calendar year thereafter during the Term, Executive will be eligible to receive annual equity awards (“Annual Equity Awards”) under Parent’s equity incentive plan (the “Equity Plan”), subject to approval of the Board (or a committee thereof). It is currently contemplated that such Annual Equity Awards will have a targeted grant date fair value equal to 55% of Executive’s Base Salary for the calendar year of grant, and that the terms and conditions of the Annual Equity Awards (including, without limitation, the form of award(s), vesting schedule, performance objectives, and/or restrictive provisions) will be similar to the terms and conditions applicable to the annual equity awards made to the Equity Group’s other similarly situated employees. Any such Annual Equity Awards will be subject to the terms and conditions of the Equity Plan and any grant agreement, award agreement, or similar document entered into or issued in connection therewith.

(d)Employee Benefit Programs. During the Term, Executive will be eligible to participate in all employee benefit programs, including medical, dental and hospitalization programs, now or hereafter made available by the Bank to its senior executives, subject to terms and conditions of such programs, including eligibility. It is understood that the Bank reserves the right to modify and rescind any program or adopt new programs in its sole discretion.

(e)Vacation; Paid Time-Off. Executive will be entitled to paid vacation as outlined in Appendix A.

(f)Business Expenses. The Bank will pay or reimburse Executive’s reasonable business expenses, including expenses incurred for travel on Equity Group business, in accordance with the Bank’s expense reimbursement policies and procedures, as may be adopted or amended from time to time.

(g)Other Compensation and Benefits.  The Bank will pay or provide the compensation and benefits set forth on Appendix A, attached hereto, which is hereby incorporated herein by reference in its entirety and made a part hereof.

3.Termination of Employment. This Agreement and Executive’s employment hereunder may be terminated by the Bank or Executive at any time and for any reason; provided that, unless otherwise provided herein, either party is required to give the other party at least 60 days’ advance written notice of any termination of Executive’s employment. On termination of this Agreement and Executive’s employment hereunder, Executive will be entitled to the compensation and benefits described in this Section 3, subject to any applicable “claw-back” or compensation recovery policy and will have no further rights to any compensation or any other benefits from the Equity Group.

(a)Expiration of the Term, For Cause, or Without Good Reason.  This Agreement and Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank for Cause, or (z) by the Executive without Good Reason. In such event, Executive will be entitled to receive:

(i)Any accrued but unpaid Base Salary and accrued but unused vacation which will be paid in accordance with the Bank’s normal payroll practices following the date of Executive’s termination (the “Termination Date”);

(ii)Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause.  If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive;

(iii)Reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Bank’s expense reimbursement policies and procedures in effect at the time; and

(iv)Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

Items 3(a)(i) through 3(a)(iv) are referred to herein collectively as the “Accrued Amounts”.

(b)Termination by the Bank Without Cause or by Executive for Good Reason. This Agreement and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Bank without Cause. In the event of such termination, Executive will be entitled

to receive the Accrued Amounts and, subject to Executive’s compliance with Section 3(e) and Section 4 of this Agreement, Executive will be entitled to receive continued Base Salary (“Salary Continuation Payments”) for 12 months following the Termination Date payable in equal installments in accordance with the Bank’s normal payroll practices, which will commence on the first regularly scheduled payroll date following the effective date of the Release (defined below). The first installment of the Salary Continuation Payments will include all amounts of Base Salary that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date.

(c)Death or Disability. This Agreement and Executive’s employment hereunder will terminate automatically on the Executive’s death during the Term, and the Bank may terminate Executive’s employment on account of Executive’s Disability. If Executive’s employment is terminated during the Term on account of Executive’s death or Disability, Executive (or Executive’s estate, legal representatives and/or beneficiaries, as the case may be) will be entitled to receive the Accrued Amounts.

(d)Change of Control Termination.  If this Agreement and Executive’s employment hereunder is terminated by Executive for Good Reason, by the Bank (or its successor) without Cause, or due to the Bank’s (or its successor’s) nonrenewal of the Agreement, in each case within 12 months following a Change of Control, then, in lieu of any payment payable to Executive under this Section 3, Executive will be entitled to receive the Accrued Amounts and, to the extent permissible under 12 U.S.C. 1828(k) and 12 C.F.R. Part 359 and subject to Executive’s compliance with Section 3(e) and Section 4, a lump sum payment (the “Change of Control Severance Payment”) equal to 2.99 times the sum of (i) Executive’s Base Salary for the calendar year immediately preceding the calendar year in which the Termination Date occurs and (ii) all other cash compensation paid by the Equity Group and received by Executive during such calendar year (but, for avoidance of doubt, not including the value of any equity-based compensation).  The Change of Control Severance Payment will be paid within 10 days following the effective date of the Release (defined below); provided that if the Release Execution Period (defined below) begins in one taxable year and ends in another taxable year, payment of the Change of Control Severance Payment will be made in the second taxable year.

(e)Release Requirement.  Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, is conditioned on Executive’s execution and delivery of a separation agreement and release of claims in favor of the Equity Group, its officers, directors, employees and agents in a form provided by the Bank (the “Release”) and such Release becoming effective and irrevocable within 60 days following the Termination Date (such 60-day period, the “Release Execution Period”).  The Release will include an affirmation of the restrictive covenants set forth in Section 4, and will be in a form and substance satisfactory to the Bank.

(f)Equity Awards.  Notwithstanding anything in this Agreement to the contrary, the treatment of any equity award held by Executive as of the Termination Date will be determined in accordance with the terms of the applicable Parent equity incentive plan and award agreement.

(g)Severance Benefits Not Includable for Employee Benefits Purposes.  Except to the extent the terms of any applicable benefit plan, policy or program provide otherwise, any benefit programs of the Equity Group that take into account Executive’s income will exclude any and all severance benefits provided under this Agreement.

(h)Exclusive Severance Benefits.  If Executive becomes entitled to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, then such payment(s) will be in lieu of any other severance or similar benefits that would otherwise be payable under any other agreement, plan, program or policy of the Equity Group.

4.Restrictive Covenants.

(a)Confidential Information.

(i)Executive acknowledges that the business of the Equity Group is highly competitive and that the Equity Group will provide Executive with access to Confidential Information relating to the business of the Equity Group, its customers and their respective affiliates. Executive acknowledges that this Confidential Information constitutes a valuable, special, and unique asset used by the Equity Group in its business to obtain a competitive advantage over their competitors.

(ii)Executive further acknowledges that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Equity Group in maintaining its competitive position.  Executive also will have access to, or knowledge of, Confidential Information of third parties, such as actual and potential customers, suppliers, partners, joint venturers, investors, financing sources and the like, of the Equity Group.

(iii)Executive agrees that he or she will not, at any time during or after Executive’s employment or service with the Equity Group, make any unauthorized disclosure of any Confidential Information or make any use thereof except in the carrying out of Executive’s employment responsibilities hereunder. Executive also agrees to preserve and protect the confidentiality of third-party Confidential Information to the same extent, and on the same basis, as the Equity Group’s Confidential Information.

(iv)Executive understands that nothing contained in this Agreement (including, without limitation, Section 4(e)) limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (“SEC”) or other governmental agency. Executive further understands that nothing in this Agreement (including, without limitation, Section 4(e)) limits Executive’s ability to communicate with the SEC or any other governmental agency or otherwise participate in any investigation or proceeding that may be conducted by the SEC or such other agency, including providing documents or other information, without notice to any member of the Equity Group. This Agreement does not limit Executive’s right to receive an award for information provided to the SEC or any other governmental agency.

(v)Executive and the Equity Group specifically acknowledge that 18 U.S.C. § 1833(b) provides: “An individual will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, notwithstanding anything to the contrary in the foregoing, the parties to this Agreement have the right to

disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law.

(b)Non-Competition Obligations.

(i)Executive acknowledges that the Equity Group is providing Executive with access to Confidential Information. Ancillary to Executive’s agreement not to disclose Confidential Information, to protect the Confidential Information described above, and in consideration for Executive’s receiving access to this Confidential Information and compensation stated in this Agreement, the Bank and Executive agree to the following non-competition provisions. Executive agrees that during the Restricted Period, Executive will not, directly or indirectly, (A) engage or participate in the ownership, management, operation, control or financing of, (B) provide any service, advice or assistance regarding the management, operation, formation or acquisition of, or (C) have any financial interest in, whether as organizer, director, advisory director, officer, employee, consultant, partner, contractor, stockholder (other than as a holder of less than 3% of the capital stock of a Financial Institution (defined below), whether the Financial Institution is a privately held company or a reporting company under the Securities Exchange Act of 1934), any national or state commercial bank, credit union, thrift, or savings institution, or any person or entity seeking to acquire or form such an institution or company (“Financial Institution”), competitive with that of the Equity Group or the Equity Group’s business as it exists on the date hereof which has a branch or loan production office located in the Restricted Area, including but not limited to a Financial Institution engaged in, or which controls any entity engaged in, retail banking services, commercial banking services, consumer savings accounts, deposit production, commercial loan production or commercial or commercial real estate lending services in the Restricted Area.

(ii)Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses in the Restricted Area and during the Restricted Period, but acknowledges that these restrictions are necessary to protect the Confidential Information that Executive has provided or made available to Executive.

(iii)Executive agrees that this provision defining the scope of activities constituting prohibited competition with the Equity Group in the Restricted Area and for the Restricted Period is narrow and reasonable for the following reasons: (i) Executive is free to seek employment with other companies providing services that do not directly or indirectly compete with any business of the Equity Group; (ii) Executive is free to seek employment with other companies in the banking business that do not directly or indirectly compete with any business of the Equity Group; and (iii) there are many other companies in the banking business that do not directly or indirectly compete with any business of the Equity Group. Thus, this restriction on Executive’s ability to compete does not prevent Executive from using and offering the skills that Executive possessed prior to receiving Confidential Information, specialized training, and knowledge from the Equity Group.

(c)Non-Solicitation of Clients and Customers. Executive agrees that during the Restricted Period, Executive will not directly or indirectly solicit, contact or call upon any current or prospective client or customer of the Equity Group with whom Executive had material contact during the course of his or her employment or service with the Equity Group for the purpose of

providing banking or banking related services other than through the Equity Group. For this purpose, “material contact” exists between Executive and each current or prospective client or customer: (i) with whom Executive dealt; (ii) whose dealings with the Equity Group were coordinated or supervised by Executive; or (iii) about whom Executive obtained or had access to Confidential Information in the ordinary course of business as a result of Executive’s performance of his duties and responsibilities hereunder.

(d)Non-Solicitation of Employees. Executive agrees that during the Restricted Period, Executive will not, either directly or indirectly, call on, solicit, or induce any other employee or officer of the Equity Group whom Executive had contact with, knowledge of, or association with in the course of employment or service with the Equity Group (a “Covered Employee”) to terminate his or her employment, and will not assist any other person or entity in such a solicitation; provided, however, that the foregoing: (i) shall not apply to any Covered Employee who is no longer employed by the Equity Group or has otherwise resigned from employment with the Equity Group; (ii) shall not prohibit Executive from making a general solicitation for employment that is not targeted at any Covered Employees.

(e)Cooperation.  Executive agrees he or she will reasonably cooperate with the members of the Equity Group  with respect to any matters arising during or related to his employment, including but not limited to reasonable cooperation in connection with any litigation, governmental investigation, or regulatory or other proceeding which may have arisen or which may arise following the execution of this Agreement other than in connection with any litigation or other proceeding commenced by a member of the Equity Group against Executive and other than any litigation or other proceeding commenced by Executive against a member of the Equity Group to enforce Executive’s rights under this Agreement. As part of such reasonable cooperation, Executive shall provide information to the Equity Group and its attorneys with respect to any matter arising during or related to his or her employment, shall make himself or herself reasonably available to meet with Equity Group personnel and the Equity Group’s attorneys, and will, at the Equity Group’s reasonable request and upon reasonable notice, travel to such places as the Equity Group may specify (for which the Equity Group will reimburse Executive for his or her reasonable travel and lodging expenses). Finally, as part of such reasonable cooperation agreed to herein, Executive shall promptly notify Parent’s General Counsel, within three business days, of his or her actual receipt from any third party or governmental entity of a request for testimony and/or documents, whether by legal process or otherwise, relating to any matter arising during or relating to his or her employment or directorship with any member of the Equity Group.

(f)Additional Agreements.  During the period that begins on the Effective Date and ends of the first to occur of (x) the date that is five (5) years following the Termination Date or (y) the date of a Change of Control, Executive agrees that he or she will not, without the prior approval of the Board or in the course of his or her normal duties and responsibilities hereunder on behalf of the Equity Group, directly or indirectly: (i) engage in any solicitation of proxies or consents or become a “participant” in a contested “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of Parent; (ii) seek or submit, or encourage any person or entity to seek or submit, nomination(s) in furtherance of a “contested solicitation” for the appointment, election or removal of directors with respect to Parent or seek, encourage or take any other action with respect to the appointment, election or removal of any directors of Parent, other than a “solicitation” or acting as a “participant” in support of the nomination and election of all directors then comprising the Incumbent Board, and any individual whose election, or nomination for

election to the Board, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board; (iii) make any public proposal, alone or in concert with others, to amend any provision of Parent’s certificate of incorporation or bylaws; or (iv) alone or in concert with others (A) make any proposal for consideration by stockholders of Parent at any annual or special meeting of stockholders of Parent, (B) affirmatively solicit a third party, on an unsolicited basis, to make an offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition or other business combination involving Parent, or publicly encourage or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to Parent by such third party prior to such proposal becoming public, or (E) call or seek to call a special meeting of stockholders.

(g)Non-Disparagement. Executive represents, covenants and agrees that he or she will not at any time during the Term or after the Termination Date, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or business practices of the Equity Group or any its stockholders, directors, officers, employees, as applicable, except when such statement or communication (i) is made in a full and accurate response to any question, inquiry or request for information made in connection with a legal proceeding or a government investigation, (ii) required by the Equity Group’s policies or procedures or made by Executive in the normal course of performing his or her duties on behalf of the Equity Group (including in connection with any public or regulatory filing by a member of the Equity Group), or (iii) is otherwise required by applicable law.

(h)Return of Property.  Executive agrees to deliver promptly to the Bank, upon termination of his or her employment hereunder, or at any other time when the Bank so requests, all documents and other materials (including electronically stored information) received by Executive in connection with the performance of his or her duties hereunder relating to the business of the Equity Group, including without limitation: contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any documents relating to the business of the Equity Group and all copies thereof and therefrom; provided, however, that Executive will be permitted to retain copies of any documents or materials of a personal nature or otherwise related to Executive’s rights under this Agreement, copies of this Agreement and any attendant or ancillary documents specifically including any documents referenced in this Agreement and copies of any documents related to Executive’s equity incentive awards and other compensation.

(i)Injunctive Relief.  Executive acknowledges that a breach of any of the covenants contained in this Section 4 may result in material, irreparable injury to the Equity Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat of breach, Parent and/or the Bank will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Executive from engaging in activities prohibited by this Section 4 or such other relief as may be required to specifically enforce any of the covenants in this Section 4.

Such remedies will be in addition to all other remedies available to Parent and/or the Bank, at law and equity.

(j)Adjustment of Covenants.  The parties consider the covenants and restrictions contained in this Section 4 to be reasonable in all respects. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of application been modified, such covenant or restriction will be deemed to have been applied with such modification as would be necessary and consistent with the intent of the parties to have made it valid, enforceable and effective.

5.Proprietary Information; Inventions.

(a)Executive agrees that any and all information and data originated by Executive while employed by the Equity Group and, where applicable, by other employees or associates under Executive’s direction or supervision in connection with or as a result of any work or service performed under the terms of Executive’s employment, will be promptly disclosed to the Bank, will become the Equity Group’s property, and will be kept confidential by Executive. Any and all such information and data, reduced to written, graphic or other tangible form and any and all copies and reproduction thereof will be furnished to the Bank upon request and in any case will be returned to the Bank upon Executive’s termination of employment for any reason.

(b)Executive agrees that Executive will promptly disclose to the Bank all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Executive performs for the Equity Group.

(c)Executive agrees that he or she will assign the entire right, title and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to the Bank. Executive further agrees that Executive will, without expense to the Bank other than reimbursement of Executive’s business expenses, execute all documents and do all acts which may be necessary, desirable or convenient to enable the Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

6.Notices. All notices, requests, demands and other communications required or permitted hereunder will be in writing and will be deemed to have been given upon receipt when delivered by hand or upon delivery to the address of the party determined pursuant to this Section when delivered by express mail, overnight courier or other similar method to such address or by electronic mail transmission (provided a copy is also sent by registered or certified mail or by overnight courier), or three (3) business days after deposit of the notice in the US mail, if mailed by certified or registered mail, with postage prepaid addressed to the respective party as set forth below, which address may be changed by written notice to the other party:

If to Parent or the Bank:

Equity Bank

7701 E. Kellogg, Suite 300

Wichita, Kansas 67202

Attn: CEO

E-mail: brade@equitybank.com

If to Executive, the most recent electronic mail or physical address on file with the Bank.

7.Section 280G.

(a)Notwithstanding anything in this Agreement to the contrary, in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to Executive, a calculation will be made comparing (i) the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) of the immediately preceding sentence is less than the amount calculated under clause (ii) thereof, then the Payments will be limited to the extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”).

(b)The reduction of the Payments, if applicable, will be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “Determination Firm”). For purposes of this Section 7, present value will be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 7, the “Parachute Value” of a Payment means the present value as of the date of the Change of Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(c)All determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed, whether the Payments will be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, will be made by the Determination Firm, which will provide detailed supporting calculations both to the Bank and Executive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Bank. All fees and expenses of the Determination Firm will be borne solely by the Bank. Any determination by the Determination Firm will be binding upon the Bank and Executive.

(d)As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Determination Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive that the Determination Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive will be repaid by Executive to the appropriate member of the Equity Group together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment will be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Determination Firm, based upon controlling precedent or substantial

authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Equity Group to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(e)To the extent requested by Executive, the Bank will cooperate with the Executive in good faith in valuing, and the Determination Firm will take into account the value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of Parent or the Bank (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

8.Section 409A of the Code.

(a)The amounts payable pursuant to this Agreement are intended to be exempt from Section 409A of the Code and related U.S. treasury regulations or official pronouncements and will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable under this Agreement is determined to be subject to Section 409A of the Code, this Agreement will be construed in a manner that will comply with Section 409A of the Code.  The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A of the Code. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment.

(b)If any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, Parent or the Bank, as applicable, will have the discretion to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary to comply with the requirements of Section 409A of the Code to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code.

(c)Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of Section 409A of the Code, then any payments and benefits under this Agreement that are subject to Section 409A of the Code and paid by reason of a termination of employment will be made or provided on the later of (i) the payment date set forth in this Agreement or (ii) the date that is the earliest of (A) the expiration of the six-month period measured from the Termination Date, or (B) the date of Executive’s death (the “Delay Period”).  Payments and benefits subject to the Delay Period will be paid or provided to Executive without interest for such delay.

Any expense reimbursement payable to Executive under the terms of this Agreement will be paid on or before March 15 of the calendar year following the calendar year in which such

reimbursable expense was incurred. The amount of such reimbursements that the Bank is obligated to pay in any given calendar year will not affect the amount the Bank is obligated to pay in any other calendar year. In addition, Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits.

9.Binding Effect; Successors and Assigns. This Agreement will inure to the benefit of and be binding upon and enforceable by Executive and his estate, personal representatives, and heirs, and by Parent, the Bank and their respective successors and assigns. This Agreement and the payments hereunder may not be assigned, pledged or otherwise hypothecated by Executive. The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession had taken place. As used in this Agreement, the “Bank” will mean the Bank as herein defined and any successor to their respective business or assets which assumes this Agreement by operation of law or otherwise.

10.Entire Agreement. This Agreement is intended by the parties hereto to constitute the entire understanding of the parties with respect to the employment of Executive as an employee and officer of the Bank following the Effective Time and supersedes and replaces any prior offer letter or employment agreement by and between the Bank and Executive.

11.Withholding of Taxes. Parent and the Bank may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as Parent or the Bank, as applicable, is required to withhold pursuant to any applicable law, regulation or ruling.

12.Dispute Resolution/Agreement to Arbitrate Claims. To ensure the rapid and economical resolution of disputes that may arise in connection with Executive’s employment with Parent and the Bank, Executive, Parent and the Bank agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, Executive’s employment with Parent or the Bank, or the termination of Executive’s employment from Parent or the Bank, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1, et seq. and to the fullest extent permitted by law, by final, binding and confidential arbitration, provided that neither party may initiate arbitration until 30 days after mediation with a mediator agreed upon by the parties, and where mediation does not result in resolution of the dispute.

  1. Except as provided below, Parent, the Bank and Executive agree that confidential arbitration is the exclusive, final and biding method for resolving all such claims

(a)Claims Covered By this Agreement. Disputes that are subject to arbitration under this Agreement include, but are not limited to, claims for wages or other compensation due, including claims for overtime; meal or rest break claims; claims for breach of any contract or covenant (express or implied); tort claims, including, but not limited to claims for defamation, intentional infliction of emotional distress, invasion of privacy, and all negligence-based claims; personal injury claims; claims for discrimination, harassment and/or retaliation in employment including, but not limited to claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Sarbanes-Oxley Act, all as they may have been amended from time to time, claims for misclassification, and claims for violation of common law

or any other federal, state, or local laws relating to employment or separation from employment or benefits associated with employment or separation for employment.

(b)Claims Not Covered By this Agreement. Claims for workers’ compensation, unemployment insurance, and claims for injunctive relief are not covered by this Agreement. Nothing in this Agreement is intended to prevent Executive from filing an administrative claim with the Equal Employment Opportunity Commission. Moreover, Executive, Parent or the Bank may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and/or enforce and arbitration award.

(c)Arbitration Rules and Procedures. The arbitration is to be conducted in or near Wichita, Kansas by JAMS, Inc. (“JAMS”) or its successors before a mutually selected single neutral arbitrator, under JAMS’ then applicable rules and procedures for employment disputes (which will be provided to Executive upon request); provided that the arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s essential findings and conclusions on which the award was based and a statement of the award. Executive, Parent and the Bank each shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Questions of whether a claim is subject to arbitration under this Agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. To the maximum extent permitted by applicable law, all claims, disputes, or causes of action under this section, whether by Executive, Parent or the Bank, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. EACH OF EXECUTIVE, PARENT AND THE BANK ACKNOWLEDGE THAT BY AGREEING TO THIS ARBITRATION PROCEDURE, THEY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE THROUGH A TRIAL BY JURY OR JUDGE OR ADMINISTRATIVE PROCEEDING. The Bank shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law (that is, costs that are unique to arbitration) and shall pay the arbitrator’s fee. Each party shall pay the fees of its attorneys, the expenses of its witnesses, and any other costs and expenses that the party incurs in connection with the arbitration; provided that an arbitrator may award attorneys’ fees to the prevailing party, if the arbitrator determines in its sole discretion that such an award is permitted by applicable law. Any dispute as to whether a cost is unique to arbitration will be exclusively resolved by the arbitrator. Each of Executive, Parent and the Bank have the right to be represented by legal counsel at any arbitration proceeding. The arbitration proceedings will be confidential to the extent permitted by law. Executive, Parent and the Bank will maintain all information and documents exchanged in connection with and in the course of the arbitration as confidential, except to the extent the disclosure of such information or documentation is necessary to enforce any award or challenge any award as permitted by the applicable law.

(d)No Change in At-Will Employment. This agreement to arbitrate claims is not a contract of employment, expressed or implied, and Executive, Parent and the Bank acknowledge that Executive’s employment is at-will and that this agreement does not change the “at-will” status of Executive’s employment subject to the Bank’s obligations under Sections 3 (b) and (d). EACH OF EXECUTIVE, PARENT AND THE BANK ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE TERMS OF SECTION 12,

AGREEMENT TO ARBITRATE CLAIMS, AND AGREE TO BE BOUND BY ITS TERMS.

14.Amendments. This Agreement may not be amended or modified except in writing signed by both parties.

15.Right to Setoff. The Bank may, to the extent permitted by applicable law, deduct from and setoff against any amounts payable by the Bank to Executive under this Agreement or otherwise such amounts as may be owed by Executive to the Bank, although the Executive shall remain liable for any part of Executive’s payment obligation not satisfied through such deduction and setoff. By signing this Agreement, Executive agrees to any deduction or setoff under this Section 15, to the maximum extent permitted by law.

16.Waivers. The failure of either party to insist upon the strict performance of any provision hereof will not constitute a waiver of such provision. All waivers must be in writing.

17.Future Employers. The Bank may notify anyone employing Executive or evidencing an intention to employ Executive as to the existence and provisions of this Agreement and may provide any such person or organization a copy of this Agreement. Executive agrees that for a period equal to the Restricted Period after Executive’s termination of employment for any reason, Executive will provide the Bank the identity of any employer Executive goes to work for along with Executive’s job title and anticipated job duties with any such employer.

18.Governing Law. This Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the laws of the State of Kansas, excluding its conflicts of laws.

19.Severability. In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement will not be affected thereby.

20.Definitions. For purposes of this Agreement:

(a)“Cause” means any of the following acts or omissions by Executive: (i) any act or omission requiring the Bank to terminate Executive in order to comply with Section 19 of the Federal Deposit Insurance Act, 12 USC Section 1829(a), (ii) the commission of a felony or any other crime involving moral turpitude or the pleading of nolo contendere to any such act, (iii) the commission of any act or acts of dishonesty when such acts are intended to result or result, directly or indirectly, in gain or personal enrichment of Executive or any related person or affiliated company and are intended to cause harm or damage to any member of the Equity Group, (iv) the illegal use of controlled substances, (v) the misappropriation or embezzlement of assets of any member of the Equity Group, (vi) the breach of any material term or provision of this Agreement, (vii) a knowing and willful violation of a material business directive of the Direct Supervisor that is not remedied within a reasonable period after receipt of written notice from the Direct Supervisor, who may determine the reasonable cure period in such written notice; (viii) continuing or habitual drug or alcohol use that materially interferes with the performance of Executive’s duties and responsibilities; or (ix) failure or refusal by Executive to substantially perform his or her duties to the reasonable satisfaction of the Direct Supervisor.  The Bank may place Executive on paid leave for up to 60 days while it is determining whether there is a basis to terminate the Executive's employment for Cause. Any such action by the Bank will not constitute Good Reason.

(b)“Change of Control” means the occurrence, after the Effective Date, of any event described in (i), (ii) or (iii) below.

(i)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then-outstanding equity interests of Parent (the “Outstanding Company Equity”) or (B) the combined voting power of the then-outstanding voting securities of Parent entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 19(b)(i), the following acquisitions will not constitute a Change of Control: (1) any acquisition directly from Parent, (2) any acquisition by Parent, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Parent, the Bank, or any of their respective affiliates, or (4) any acquisition by any corporation or other entity pursuant to a transaction that complies with Section 19(b)(iii)(X), Section 19(b)(iii)(Y), or Section 19(b)(iii)(Z);

(ii)Any time at which individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Parent’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii)Consummation of (A) a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Parent or any of its subsidiaries, (B) a sale or other disposition of assets of Parent that have a total gross fair market value (i.e., determined without regard to any liabilities associated with such assets) equal to or more than 75% of the total gross fair market value of all of the assets of Parent immediately prior to such sale or other disposition, or (C) the acquisition of assets or equity interests of another entity by Parent or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (X) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Equity and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding equity interests and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or equivalent body of the entity resulting from such Business Combination (including, without limitation, a corporation or other entity that, as a result of such transaction, owns Parent or all or substantially all of Parent’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Equity and the Outstanding Company Voting Securities, (Y) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related

trust) of Parent or such other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then-outstanding equity interests of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (Z) at least a majority of the members of the board of directors of the corporation or equivalent body of any other entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

(c)“Code” means the Internal Revenue Code of 1986, as amended.

(d)“Confidential Information” means and includes the Equity Group’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information regarding customers, employees, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Equity Group’s relationship with that customer); pricing strategies and price curves; plans and strategies for expansion or acquisitions; budgets; customer lists; research; financial and sales data; trading terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Equity Group; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

(e)“Direct Supervisor” means the individual identified on Appendix A.

(f)“Disability” means the inability of Executive to perform the essential functions of his position with or without reasonable accommodation by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(g)“Good Reason” means a termination of employment by Executive due to the occurrence of one (1) or more of the following events which are not corrected within thirty (30) days after receipt of written notice from Executive to the Board:

(i)A material adverse change in Executive’s status, title, position or responsibilities (including reporting responsibilities) with the Bank;

(ii)Assignment to Executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of Executive with the Bank;

(iii)A material reduction in Executive’s Base Salary;

(iv)The requiring of Executive to relocate his or her principal business office to any place outside a thirty (30) mile radius from Executive’s current place of employment in Wichita, Kansas (reasonable required travel on Equity Group business will not constitute a relocation of Executive’s principal business office); or

(v)A material breach of any provision of this Agreement which is not timely corrected by Parent or the Bank, as applicable, upon thirty (30) days prior written notice from Executive;

provided, however, that Executive must provide notice to the Board within ninety (90) days of obtaining knowledge of any of the events listed above and Executive must terminate his or her employment no later 90 days from the date of the occurrence of any of the foregoing events in order for such termination to be deemed a termination for Good Reason.

(h)“Restricted Area” means, as of any given date, any county in which the Bank has a physical location or has taken material steps to establish a physical location, and any county that is contiguous to any such county.

(i)“Restricted Period” means the period that begins on the Effective Date and ends twelve (12) months following the Termination Date.

21.Survival.  Provisions of this Agreement will survive any termination of Executive’s employment if so provided or if necessary or desirable to fully accomplish the purposes of the other surviving provisions, including, without limitation, the obligations of Executive under Section 4 and the obligations of the Bank under Sections 3,

22.Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or e-mail), each of which is deemed an original, but which together will constitute one and the same instrument.

23.Section Headings; Construction. The section headings used in this Agreement are included solely for convenience and will not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” will mean “including, without limitation.”

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EQUITY BANK
By: /s/ Brad S. Elliott
Name: Brad S. Elliott
Title: Chairman/CEO
EXECUTIVE
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/s/ Gregory Kossover
Gregory Kossover
For the limited purposes set forth herein:<br><br><br>EQUITY BANCSHARES, INC.
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By: /s/ Brad S. Elliott
Name: Brad S. Elliott
Title: Chairman/CEO

APPENDIX A

Other Compensation and Benefit

A. Vacation and Management Benefits.  Executive shall be entitled to: (i) one hundred sixty (160) hours annual paid vacation (which shall not accumulate from year to year and shall be paid upon termination); (ii) sick leave in accordance with Bank policy; (iii) payment of country club membership dues (as well as any assessments related thereto) of the Board’s choice; (iv) the use of company aircraft per company policy;  Executive shall be responsible for his personal expenses at the country club and for compliance with IRS regulations regarding recordkeeping for personal aircraft use.  Any undocumented use of the country club shall be charged to Executive monthly as a personal expense.
B. Reimbursement.  Executive shall be reimbursed for all reasonable “out-of-pocket” business expenses for continuing training and education, business travel and business entertainment incurred in connection with the performance of Executive’s duties under this Agreement.  The reimbursement of Executive’s business expenses shall be upon monthly presentation to and approval by Bank (in accordance with Bank’s expense reimbursement policy) of valid receipts and other appropriate documentation for such expenses, and in accordance with applicable governmental bank regulations.
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C. Direct Supervisor.   Brad Elliott, Chairman/CEO
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.

19

eqbk-ex103_277.htm

Exhibit 10.3

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 5^th^ day of November, 2021 (the “Effective Date”), by and between Equity Bank, a Kansas banking corporation (the “Bank”), and Craig L. Anderson (“Executive”). Equity Bancshares, Inc., a Kansas corporation and parent corporation of the Bank (“Parent”), is joining in this Agreement for the limited purpose of reflecting its agreement to provisions in this Agreement applicable to Parent.  Parent, the Bank and their respective subsidiaries and affiliates are referred to collectively as the “Equity Group.” Certain capitalized terms set forth herein have the meaning given to such terms in Section 20.

WHEREAS, the Bank desires to employ Executive and to enter into this Agreement setting forth the terms of such employment; and

WHEREAS, Executive agrees to accept such employment and to provide such services to the Bank in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein made and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Term of Employment; Duties.

(a)Term. Unless earlier terminated in accordance with Section 3, the term of this Agreement and Executive’s employment hereunder (the “Term”) will be for an initial period beginning on the Effective Date and ending on the third (3^rd^) anniversary of the Effective Date; provided that on the third (3^rd^) anniversary of the Effective Date and on each anniversary of such date thereafter (such date and each annual anniversary thereof a “Renewal Date”), the Term will automatically extend so as to terminate one year from such Renewal Date unless, at least 90 days before the applicable Renewal Date, either party gives notice to the other that the Term will not be so extended.  Upon termination of this Agreement and Executive’s employment hereunder for any reason, Executive will be deemed to have resigned from all positions that Executive holds as an officer or member of the board of directors of any member of the Equity Group.

(b)Title and Duties. During the Term, Executive will serve as President and be located at the Wichita Rock Road location. In such positions, Executive will have such duties and perform such services as are commensurate with Executive’s position and such other duties and services as are from time to time reasonably assigned to Executive by the Direct Supervisor. Executive will report to the Direct Supervisor.  Executive agrees that he or she will at all times and to the best of his or her ability and experience faithfully perform all of the duties that may be required of him or her pursuant to the terms of this Agreement and will comply with all laws and regulations of appropriate governmental entities and all policies and procedures adopted by the Equity Group and applicable to Executive. Executive agrees to devote his or her full business time and attention to the performance of his or her obligations hereunder.

(c)Other Activities. During the Term, Executive may serve on civic, charitable or other not-for-profit boards or committees, manage personal investments and, subject to the prior written approval of the Direct Supervisor, serve on boards of for-profit entities, in each case so long as such activities do not create a conflict of interest with any member of the Equity Group, interfere with the performance of Executive’s duties responsibilities hereunder, or violate any provision of this Agreement (including, without limitation, Section 4).

2.Compensation and Benefits.

(a)Base Salary.  During the Term, the Bank will pay to Executive an annualized base salary of $365,000 per year, payable in accordance with the Bank’s normal payroll practices. The base salary will be subject to annual review for increase but may not be decreased without Executive’s consent.  As used in this Agreement, the term “Base Salary” means, as of any given date, Executive’s annualized base salary as of such date.

(b)Annual Bonus.  For each calendar year ending during the Term, Executive will be eligible to earn an annual bonus (the “Annual Incentive Bonus”), provided that Executive does not earn any Annual Incentive Bonus for the prior completed calendar year if Executive engages in any acts or omissions constituting Cause for termination. The target Annual Incentive Bonus is equal to 65% of Base Salary (the “Target Bonus Amount”), prorated for the calendar year during which Executive is hired. The Target Bonus Amount will be reviewed annually by the Board (or a committee thereof) and may be adjusted upward in the Board’s sole discretion, but not downward during the initial year of the term. The actual amount of the Annual Incentive Bonus with respect to any calendar year will be determined by the Board (or a committee thereof) based on Executive’s and the Equity Group’s fulfillment of performance goals established by the Board or the Direct Supervisor with respect to the applicable calendar year. The Annual Incentive Bonus for any calendar year will (if and to the extent earned) be paid no later than the March 15th following the completion of such calendar year. Executive must remain continuously employed with the Equity Group through the payment date of the Annual Incentive Bonus in order to earn such Annual Incentive Bonus.

(c)Long-Term Incentive Awards.  Beginning in the calendar year after Executive is hired and for each calendar year thereafter during the Term, Executive will be eligible to receive annual equity awards (“Annual Equity Awards”) under Parent’s equity incentive plan (the “Equity Plan”), subject to approval of the Board (or a committee thereof). It is currently contemplated that such Annual Equity Awards will have a targeted grant date fair value equal to 50% of  Executive’s Base Salary for the calendar year of grant, and that the terms and conditions of the Annual Equity Awards (including, without limitation, the form of award(s), vesting schedule, performance objectives, and/or restrictive provisions) will be similar to the terms and conditions applicable to the annual equity awards made to the Equity Group’s other similarly situated employees. Any such Annual Equity Awards will be subject to the terms and conditions of the Equity Plan and any grant agreement, award agreement, or similar document entered into or issued in connection therewith.

(d)Employee Benefit Programs. During the Term, Executive will be eligible to participate in all employee benefit programs, including medical, dental and hospitalization programs, now or hereafter made available by the Bank to its senior executives, subject to terms and conditions of such programs, including eligibility. It is understood that the Bank reserves the right to modify and rescind any program or adopt new programs in its sole discretion.

(e)Vacation; Paid Time-Off. Executive will be entitled to paid vacation as outlined in Appendix A.

(f)Business Expenses. The Bank will pay or reimburse Executive’s reasonable business expenses, including expenses incurred for travel on Equity Group business, in accordance with the Bank’s expense reimbursement policies and procedures, as may be adopted or amended from time to time.

(g)Other Compensation and Benefits.  The Bank will pay or provide the compensation and benefits set forth on Appendix A, attached hereto, which is hereby incorporated herein by reference in its entirety and made a part hereof.

3.Termination of Employment. This Agreement and Executive’s employment hereunder may be terminated by the Bank or Executive at any time and for any reason; provided that, unless otherwise provided herein, either party is required to give the other party at least 30 days’ advance written notice of any termination of Executive’s employment. On termination of this Agreement and Executive’s employment hereunder, Executive will be entitled to the compensation and benefits described in this Section 3, subject to any applicable “claw-back” or compensation recovery policy and will have no further rights to any compensation or any other benefits from the Equity Group.

(a)Expiration of the Term, For Cause, or Without Good Reason.  This Agreement and Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank for Cause, or (z) by the Executive without Good Reason. In such event, Executive will be entitled to receive:

(i)Any accrued but unpaid Base Salary and accrued but unused vacation which will be paid in accordance with the Bank’s normal payroll practices following the date of Executive’s termination (the “Termination Date”);

(ii)Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause.  If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive;

(iii)Reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Bank’s expense reimbursement policies and procedures in effect at the time; and

(iv)Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

Items 3(a)(i) through 3(a)(iv) are referred to herein collectively as the “Accrued Amounts”.

(b)Termination by the Bank Without Cause or by Executive for Good Reason. This Agreement and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Bank without Cause. In the event of such termination, Executive will be entitled

to receive the Accrued Amounts and, subject to Executive’s compliance with Section 3(e) and Section 4 of this Agreement, Executive will be entitled to receive continued Base Salary (“Salary Continuation Payments”) for 12 months following the Termination Date payable in equal installments in accordance with the Bank’s normal payroll practices, which will commence on the first regularly scheduled payroll date following the effective date of the Release (defined below). The first installment of the Salary Continuation Payments will include all amounts of Base Salary that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date.

(c)Death or Disability. This Agreement and Executive’s employment hereunder will terminate automatically on the Executive’s death during the Term, and the Bank may terminate Executive’s employment on account of Executive’s Disability. If Executive’s employment is terminated during the Term on account of Executive’s death or Disability, Executive (or Executive’s estate, legal representatives and/or beneficiaries, as the case may be) will be entitled to receive the Accrued Amounts.

(d)Change of Control Termination.  If this Agreement and Executive’s employment hereunder is terminated by Executive for Good Reason, by the Bank (or its successor) without Cause, or due to the Bank’s (or its successor’s) nonrenewal of the Agreement, in each case within 24 months following a Change of Control, then, in lieu of any payment payable to Executive under this Section 3, Executive will be entitled to receive the Accrued Amounts and, to the extent permissible under 12 U.S.C. 1828(k) and 12 C.F.R. Part 359 and subject to Executive’s compliance with Section 3(e) and Section 4, a lump sum payment (the “Change of Control Severance Payment”) equal to 2.99 times the sum of (i) Executive’s Base Salary for the calendar year immediately preceding the calendar year in which the Termination Date occurs and (ii) all other cash compensation paid by the Equity Group and received by Executive during such calendar year (but, for avoidance of doubt, not including the value of any equity-based compensation).  The Change of Control Severance Payment will be paid within 10 days following the effective date of the Release (defined below); provided that if the Release Execution Period (defined below) begins in one taxable year and ends in another taxable year, payment of the Change of Control Severance Payment will be made in the second taxable year.

(e)Release Requirement.  Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, is conditioned on Executive’s execution and delivery of a separation agreement and release of claims in favor of the Equity Group, its officers, directors, employees and agents in a form provided by the Bank (the “Release”) and such Release becoming effective and irrevocable within 60 days following the Termination Date (such 60-day period, the “Release Execution Period”).  The Release will include an affirmation of the restrictive covenants set forth in Section 4, and will be in a form and substance satisfactory to the Bank.

(f)Equity Awards.  Notwithstanding anything in this Agreement to the contrary, the treatment of any equity award held by Executive as of the Termination Date will be determined in accordance with the terms of the applicable Parent equity incentive plan and award agreement.

(g)Severance Benefits Not Includable for Employee Benefits Purposes.  Except to the extent the terms of any applicable benefit plan, policy or program provide otherwise, any benefit programs of the Equity Group that take into account Executive’s income will exclude any and all severance benefits provided under this Agreement.

(h)Exclusive Severance Benefits.  If Executive becomes entitled to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, then such payment(s) will be in lieu of any other severance or similar benefits that would otherwise be payable under any other agreement, plan, program or policy of the Equity Group.

4.Restrictive Covenants.

(a)Confidential Information.

(i)Executive acknowledges that the business of the Equity Group is highly competitive and that the Equity Group will provide Executive with access to Confidential Information relating to the business of the Equity Group, its customers and their respective affiliates. Executive acknowledges that this Confidential Information constitutes a valuable, special, and unique asset used by the Equity Group in its business to obtain a competitive advantage over their competitors.

(ii)Executive further acknowledges that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Equity Group in maintaining its competitive position.  Executive also will have access to, or knowledge of, Confidential Information of third parties, such as actual and potential customers, suppliers, partners, joint venturers, investors, financing sources and the like, of the Equity Group.

(iii)Executive agrees that he or she will not, at any time during or after Executive’s employment or service with the Equity Group, make any unauthorized disclosure of any Confidential Information or make any use thereof except in the carrying out of Executive’s employment responsibilities hereunder. Executive also agrees to preserve and protect the confidentiality of third-party Confidential Information to the same extent, and on the same basis, as the Equity Group’s Confidential Information.

(iv)Executive understands that nothing contained in this Agreement (including, without limitation, Section 4(e)) limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (“SEC”) or other governmental agency. Executive further understands that nothing in this Agreement (including, without limitation, Section 4(e)) limits Executive’s ability to communicate with the SEC or any other governmental agency or otherwise participate in any investigation or proceeding that may be conducted by the SEC or such other agency, including providing documents or other information, without notice to any member of the Equity Group. This Agreement does not limit Executive’s right to receive an award for information provided to the SEC or any other governmental agency.

(v)Executive and the Equity Group specifically acknowledge that 18 U.S.C. § 1833(b) provides: “An individual will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, notwithstanding anything to the contrary in the foregoing, the parties to this Agreement have the right to

disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law.

(b)Non-Competition Obligations.

(i)Executive acknowledges that the Equity Group is providing Executive with access to Confidential Information. Ancillary to Executive’s agreement not to disclose Confidential Information, to protect the Confidential Information described above, and in consideration for Executive’s receiving access to this Confidential Information and compensation stated in this Agreement, the Bank and Executive agree to the following non-competition provisions. Executive agrees that during the Restricted Period, Executive will not, directly or indirectly, (A) engage or participate in the ownership, management, operation, control or financing of, (B) provide any service, advice or assistance regarding the management, operation, formation or acquisition of, or (C) have any financial interest in, whether as organizer, director, advisory director, officer, employee, consultant, partner, contractor, stockholder (other than as a holder of less than 3% of the capital stock of a Financial Institution (defined below), whether the Financial Institution is a privately held company or a reporting company under the Securities Exchange Act of 1934), any national or state commercial bank, credit union, thrift, or savings institution, or any person or entity seeking to acquire or form such an institution or company (“Financial Institution”), competitive with that of the Equity Group or the Equity Group’s business as it exists on the date hereof which has a branch or loan production office located in the Restricted Area, including but not limited to a Financial Institution engaged in, or which controls any entity engaged in, retail banking services, commercial banking services, consumer savings accounts, deposit production, commercial loan production or commercial or commercial real estate lending services in the Restricted Area.

(ii)Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses in the Restricted Area and during the Restricted Period, but acknowledges that these restrictions are necessary to protect the Confidential Information that Executive has provided or made available to Executive.

(iii)Executive agrees that this provision defining the scope of activities constituting prohibited competition with the Equity Group is narrow and reasonable for the following reasons: (i) Executive is free to seek employment with other companies providing services that do not directly or indirectly compete with any business of the Equity Group; (ii) Executive is free to seek employment with other companies in the banking business that do not directly or indirectly compete with any business of the Equity Group; and (iii) there are many other companies in the banking business that do not directly or indirectly compete with any business of the Equity Group. Thus, this restriction on Executive’s ability to compete does not prevent Executive from using and offering the skills that Executive possessed prior to receiving Confidential Information, specialized training, and knowledge from the Equity Group.

(c)Non-Solicitation of Clients and Customers. Executive agrees that during the Restricted Period, Executive will not directly or indirectly solicit, contact or call upon any current or prospective client or customer of the Equity Group with whom Executive had material contact during the course of his or her employment or service with the Equity Group for the purpose of providing banking or banking related services other than through the Equity Group. For this

purpose, “material contact” exists between Executive and each current or prospective client or customer: (i) with whom Executive dealt; (ii) whose dealings with the Equity Group were coordinated or supervised by Executive; or (iii) about whom Executive obtained or had access to Confidential Information in the ordinary course of business as a result of Executive’s performance of his duties and responsibilities hereunder.

(d)Non-Solicitation of Employees. Executive agrees that during the Restricted Period, Executive will not, either directly or indirectly, call on, solicit, or induce any other employee or officer of the Equity Group whom Executive had contact with, knowledge of, or association with in the course of employment or service with the Equity Group (a “Covered Employee”) to terminate his or her employment, and will not assist any other person or entity in such a solicitation; provided, however, that the foregoing: (i) shall not apply to any Covered Employee who is no longer employed by the Equity Group or has otherwise resigned from employment with the Equity Group; (ii) shall not prohibit Executive from making a general solicitation for employment that is not targeted at any Covered Employees.

(e)Cooperation.  Executive agrees he or she will reasonably cooperate with the members of the Equity Group  with respect to any matters arising during or related to his employment, including but not limited to reasonable cooperation in connection with any litigation, governmental investigation, or regulatory or other proceeding which may have arisen or which may arise following the execution of this Agreement other than in connection with any litigation or other proceeding commenced by a member of the Equity Group against Executive and other than any litigation or other proceeding commenced by Executive against a member of the Equity Group to enforce Executive’s rights under this Agreement. As part of such reasonable cooperation, Executive shall provide information to the Equity Group and its attorneys with respect to any matter arising during or related to his or her employment, shall make himself or herself reasonably available to meet with Equity Group personnel and the Equity Group’s attorneys, and will, at the Equity Group’s reasonable request and upon reasonable notice, travel to such places as the Equity Group may specify (for which the Equity Group will reimburse Executive for his or her reasonable travel and lodging expenses). Finally, as part of such reasonable cooperation agreed to herein, Executive shall promptly notify Parent’s General Counsel, within three business days, of his or her actual receipt from any third party or governmental entity of a request for testimony and/or documents, whether by legal process or otherwise, relating to any matter arising during or relating to his or her employment or directorship with any member of the Equity Group.

(f)Additional Agreements.  During the period that begins on the Effective Date and ends of the first to occur of (x) the date that is five (5) years following the Termination Date or (y) the date of a Change of Control, Executive agrees that he or she will not, without the prior approval of the Board or in the course of his or her normal duties and responsibilities hereunder on behalf of the Equity Group, directly or indirectly: (i) engage in any solicitation of proxies or consents or become a “participant” in a contested “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of Parent; (ii) seek or submit, or encourage any person or entity to seek or submit, nomination(s) in furtherance of a “contested solicitation” for the appointment, election or removal of directors with respect to Parent or seek, encourage or take any other action with respect to the appointment, election or removal of any directors of Parent, other than a “solicitation” or acting as a “participant” in support of the nomination and election of all directors then comprising the Incumbent Board, and any individual whose election, or nomination for election to the Board, was approved by a vote of at least a majority of the directors then

comprising the Incumbent Board; (iii) make any public proposal, alone or in concert with others, to amend any provision of Parent’s certificate of incorporation or bylaws; or (iv) alone or in concert with others (A) make any proposal for consideration by stockholders of Parent at any annual or special meeting of stockholders of Parent, (B) affirmatively solicit a third party, on an unsolicited basis, to make an offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition or other business combination involving Parent, or publicly encourage or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to Parent by such third party prior to such proposal becoming public, or (E) call or seek to call a special meeting of stockholders.

(g)Non-Disparagement. Executive represents, covenants and agrees that he or she will not at any time during the Term or after the Termination Date, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or business practices of the Equity Group or any its stockholders, directors, officers, employees, as applicable, except when such statement or communication (i) is made in a full and accurate response to any question, inquiry or request for information made in connection with a legal proceeding or a government investigation, (ii) required by the Equity Group’s policies or procedures or made by Executive in the normal course of performing his or her duties on behalf of the Equity Group (including in connection with any public or regulatory filing by a member of the Equity Group), or (iii) is otherwise required by applicable law.

(h)Return of Property.  Executive agrees to deliver promptly to the Bank, upon termination of his or her employment hereunder, or at any other time when the Bank so requests, all documents and other materials (including electronically stored information) received by Executive in connection with the performance of his or her duties hereunder relating to the business of the Equity Group, including without limitation: contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any documents relating to the business of the Equity Group and all copies thereof and therefrom; provided, however, that Executive will be permitted to retain copies of any documents or materials of a personal nature or otherwise related to Executive’s rights under this Agreement, copies of this Agreement and any attendant or ancillary documents specifically including any documents referenced in this Agreement and copies of any documents related to Executive’s equity incentive awards and other compensation.

(i)Injunctive Relief.  Executive acknowledges that a breach of any of the covenants contained in this Section 4 may result in material, irreparable injury to the Equity Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat of breach, Parent and/or the Bank will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Executive from engaging in activities prohibited by this Section 4 or such other relief as may be required to specifically enforce any of the covenants in this Section 4.  Such remedies will be in addition to all other remedies available to Parent and/or the Bank, at law and equity.

(j)Adjustment of Covenants.  The parties consider the covenants and restrictions contained in this Section 4 to be reasonable in all respects. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of application been modified, such covenant or restriction will be deemed to have been applied with such modification as would be necessary and consistent with the intent of the parties to have made it valid, enforceable and effective.

5.Proprietary Information; Inventions.

(a)Executive agrees that any and all information and data originated by Executive while employed by the Equity Group and, where applicable, by other employees or associates under Executive’s direction or supervision in connection with or as a result of any work or service performed under the terms of Executive’s employment, will be promptly disclosed to the Bank, will become the Equity Group’s property, and will be kept confidential by Executive. Any and all such information and data, reduced to written, graphic or other tangible form and any and all copies and reproduction thereof will be furnished to the Bank upon request and in any case will be returned to the Bank upon Executive’s termination of employment for any reason.

(b)Executive agrees that Executive will promptly disclose to the Bank all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Executive performs for the Equity Group.

(c)Executive agrees that he or she will assign the entire right, title and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to the Bank. Executive further agrees that Executive will, without expense to the Bank other than reimbursement of Executive’s business expenses, execute all documents and do all acts which may be necessary, desirable or convenient to enable the Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

6.Notices. All notices, requests, demands and other communications required or permitted hereunder will be in writing and will be deemed to have been given upon receipt when delivered by hand or upon delivery to the address of the party determined pursuant to this Section when delivered by express mail, overnight courier or other similar method to such address or by electronic mail transmission (provided a copy is also sent by registered or certified mail or by overnight courier), or three (3) business days after deposit of the notice in the US mail, if mailed by certified or registered mail, with postage prepaid addressed to the respective party as set forth below, which address may be changed by written notice to the other party:

If to Parent or the Bank:

Equity Bank

7701 E. Kellogg, Suite 300

Wichita, Kansas 67202

Attn: CEO

E-mail: brade@equitybank.com

If to Executive, the most recent electronic mail or physical address on file with the Bank.

7.Section 280G.

(a)Notwithstanding anything in this Agreement to the contrary, in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to Executive, a calculation will be made comparing (i) the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) of the immediately preceding sentence is less than the amount calculated under clause (ii) thereof, then the Payments will be limited to the extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”).

(b)The reduction of the Payments, if applicable, will be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “Determination Firm”). For purposes of this Section 7, present value will be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 7, the “Parachute Value” of a Payment means the present value as of the date of the Change of Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(c)All determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed, whether the Payments will be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, will be made by the Determination Firm, which will provide detailed supporting calculations both to the Bank and Executive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Bank. All fees and expenses of the Determination Firm will be borne solely by the Bank. Any determination by the Determination Firm will be binding upon the Bank and Executive.

(d)As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Determination Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive that the Determination Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive will be repaid by Executive to the appropriate member of the Equity Group together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment will be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Determination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Equity Group to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March

15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(e)To the extent requested by Executive, the Bank will cooperate with the Executive in good faith in valuing, and the Determination Firm will take into account the value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of Parent or the Bank (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

8.Section 409A of the Code.

(a)The amounts payable pursuant to this Agreement are intended to be exempt from Section 409A of the Code and related U.S. treasury regulations or official pronouncements and will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable under this Agreement is determined to be subject to Section 409A of the Code, this Agreement will be construed in a manner that will comply with Section 409A of the Code.  The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A of the Code. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment.

(b)If any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, Parent or the Bank, as applicable, will have the discretion to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary to comply with the requirements of Section 409A of the Code to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code.

(c)Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of Section 409A of the Code, then any payments and benefits under this Agreement that are subject to Section 409A of the Code and paid by reason of a termination of employment will be made or provided on the later of (i) the payment date set forth in this Agreement or (ii) the date that is the earliest of (A) the expiration of the six-month period measured from the Termination Date, or (B) the date of Executive’s death (the “Delay Period”).  Payments and benefits subject to the Delay Period will be paid or provided to Executive without interest for such delay.

Any expense reimbursement payable to Executive under the terms of this Agreement will be paid on or before March 15 of the calendar year following the calendar year in which such reimbursable expense was incurred. The amount of such reimbursements that the Bank is obligated to pay in any given calendar year will not affect the amount the Bank is obligated to pay

in any other calendar year. In addition, Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits.

9.Binding Effect; Successors and Assigns. This Agreement will inure to the benefit of and be binding upon and enforceable by Executive and his estate, personal representatives, and heirs, and by Parent, the Bank and their respective successors and assigns. This Agreement and the payments hereunder may not be assigned, pledged or otherwise hypothecated by Executive. The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession had taken place. As used in this Agreement, the “Bank” will mean the Bank as herein defined and any successor to their respective business or assets which assumes this Agreement by operation of law or otherwise.

10.Entire Agreement. This Agreement is intended by the parties hereto to constitute the entire understanding of the parties with respect to the employment of Executive as an employee and officer of the Bank following the Effective Time and supersedes and replaces any prior offer letter or employment agreement by and between the Bank and Executive.

11.Withholding of Taxes. Parent and the Bank may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as Parent or the Bank, as applicable, is required to withhold pursuant to any applicable law, regulation or ruling.

12.Dispute Resolution/Agreement to Arbitrate Claims. To ensure the rapid and economical resolution of disputes that may arise in connection with Executive’s employment with Parent and the Bank, Executive, Parent and the Bank agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, Executive’s employment with Parent or the Bank, or the termination of Executive’s employment from Parent or the Bank, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1, et seq. and to the fullest extent permitted by law, by final, binding and confidential arbitration, provided that neither party may initiate arbitration until 30 days after mediation with a mediator agreed upon by the parties, and where mediation does not result in resolution of the dispute.

  1. Except as provided below, Parent, the Bank and Executive agree that confidential arbitration is the exclusive, final and biding method for resolving all such claims

(a)Claims Covered By this Agreement. Disputes that are subject to arbitration under this Agreement include, but are not limited to, claims for wages or other compensation due, including claims for overtime; meal or rest break claims; claims for breach of any contract or covenant (express or implied); tort claims, including, but not limited to claims for defamation, intentional infliction of emotional distress, invasion of privacy, and all negligence-based claims; personal injury claims; claims for discrimination, harassment and/or retaliation in employment including, but not limited to claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Sarbanes-Oxley Act, all as they may have been amended from time to time, claims for misclassification, and claims for violation of common law or any other federal, state, or local laws relating to employment or separation from employment or benefits associated with employment or separation for employment.

(b)Claims Not Covered By this Agreement. Claims for workers’ compensation, unemployment insurance, and claims for injunctive relief are not covered by this Agreement. Nothing in this Agreement is intended to prevent Executive from filing an administrative claim with the Equal Employment Opportunity Commission. Moreover, Executive, Parent or the Bank may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and/or enforce and arbitration award.

(c)Arbitration Rules and Procedures. The arbitration is to be conducted in or near Wichita, Kansas by JAMS, Inc. (“JAMS”) or its successors before a mutually selected single neutral arbitrator, under JAMS’ then applicable rules and procedures for employment disputes (which will be provided to Executive upon request); provided that the arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s essential findings and conclusions on which the award was based and a statement of the award. Executive, Parent and the Bank each shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Questions of whether a claim is subject to arbitration under this Agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. To the maximum extent permitted by applicable law, all claims, disputes, or causes of action under this section, whether by Executive, Parent or the Bank, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. EACH OF EXECUTIVE, PARENT AND THE BANK ACKNOWLEDGE THAT BY AGREEING TO THIS ARBITRATION PROCEDURE, THEY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE THROUGH A TRIAL BY JURY OR JUDGE OR ADMINISTRATIVE PROCEEDING. The Bank shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law (that is, costs that are unique to arbitration) and shall pay the arbitrator’s fee. Each party shall pay the fees of its attorneys, the expenses of its witnesses, and any other costs and expenses that the party incurs in connection with the arbitration; provided that an arbitrator may award attorneys’ fees to the prevailing party, if the arbitrator determines in its sole discretion that such an award is permitted by applicable law. Any dispute as to whether a cost is unique to arbitration will be exclusively resolved by the arbitrator. Each of Executive, Parent and the Bank have the right to be represented by legal counsel at any arbitration proceeding. The arbitration proceedings will be confidential to the extent permitted by law. Executive, Parent and the Bank will maintain all information and documents exchanged in connection with and in the course of the arbitration as confidential, except to the extent the disclosure of such information or documentation is necessary to enforce any award or challenge any award as permitted by the applicable law.

(d)No Change in At-Will Employment. This agreement to arbitrate claims is not a contract of employment, expressed or implied, and Executive, Parent and the Bank acknowledge that Executive’s employment is at-will and that this agreement does not change the “at-will” status of Executive’s employment subject to the Bank’s obligations under Sections 3 (b) and (d). EACH OF EXECUTIVE, PARENT AND THE BANK ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE TERMS OF SECTION 12, AGREEMENT TO ARBITRATE CLAIMS, AND AGREE TO BE BOUND BY ITS TERMS.

14.Amendments. This Agreement may not be amended or modified except in writing signed by both parties.

15.Right to Setoff. The Bank may, to the extent permitted by applicable law, deduct from and setoff against any amounts payable by the Bank to Executive under this Agreement or otherwise such amounts as may be owed by Executive to the Bank, although the Executive shall remain liable for any part of Executive’s payment obligation not satisfied through such deduction and setoff. By signing this Agreement, Executive agrees to any deduction or setoff under this Section 15, to the maximum extent permitted by law.

16.Waivers. The failure of either party to insist upon the strict performance of any provision hereof will not constitute a waiver of such provision. All waivers must be in writing.

17.Future Employers. The Bank may notify anyone employing Executive or evidencing an intention to employ Executive as to the existence and provisions of this Agreement and may provide any such person or organization a copy of this Agreement. Executive agrees that for a period equal to the Restricted Period after Executive’s termination of employment for any reason, Executive will provide the Bank the identity of any employer Executive goes to work for along with Executive’s job title and anticipated job duties with any such employer.

18.Governing Law. This Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the laws of the State of Kansas, excluding its conflicts of laws.

19.Severability. In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement will not be affected thereby.

20.Definitions. For purposes of this Agreement:

(a)“Cause” means any of the following acts or omissions by Executive: (i) any act or omission requiring the Bank to terminate Executive in order to comply with Section 19 of the Federal Deposit Insurance Act, 12 USC Section 1829(a), (ii) the commission of a felony or any other crime involving moral turpitude or the pleading of nolo contendere to any such act, (iii) the commission of any act or acts of dishonesty when such acts are intended to result or result, directly or indirectly, in gain or personal enrichment of Executive or any related person or affiliated company and are intended to cause harm or damage to any member of the Equity Group, (iv) the illegal use of controlled substances, (v) the misappropriation or embezzlement of assets of any member of the Equity Group, (vi) the breach of any material term or provision of this Agreement, (vii) a knowing and willful violation of a material business directive of the Direct Supervisor that is not remedied within a reasonable period after receipt of written notice from the Direct Supervisor, who may determine the reasonable cure period in such written notice; (viii) continuing or habitual drug or alcohol use that materially interferes with the performance of Executive’s duties and responsibilities; or (ix) failure or refusal by Executive to substantially perform his or her duties to the reasonable satisfaction of the Direct Supervisor.  The Bank may place Executive on paid leave for up to 60 days while it is determining whether there is a basis to terminate the Executive's employment for Cause. Any such action by the Bank will not constitute Good Reason.

(b)“Change of Control” means the occurrence, after the Effective Date, of any event described in (i), (ii) or (iii) below.

(i)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then-outstanding equity interests of Parent (the “Outstanding Company Equity”) or (B) the combined voting power of the then-outstanding voting securities of Parent entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 19(b)(i), the following acquisitions will not constitute a Change of Control: (1) any acquisition directly from Parent, (2) any acquisition by Parent, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Parent, the Bank, or any of their respective affiliates, or (4) any acquisition by any corporation or other entity pursuant to a transaction that complies with Section 19(b)(iii)(X), Section 19(b)(iii)(Y), or Section 19(b)(iii)(Z);

(ii)Any time at which individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Parent’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii)Consummation of (A) a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Parent or any of its subsidiaries, (B) a sale or other disposition of assets of Parent that have a total gross fair market value (i.e., determined without regard to any liabilities associated with such assets) equal to or more than 75% of the total gross fair market value of all of the assets of Parent immediately prior to such sale or other disposition, or (C) the acquisition of assets or equity interests of another entity by Parent or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (X) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Equity and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding equity interests and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or equivalent body of the entity resulting from such Business Combination (including, without limitation, a corporation or other entity that, as a result of such transaction, owns Parent or all or substantially all of Parent’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Equity and the Outstanding Company Voting Securities, (Y) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of Parent or such other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then-outstanding equity interests of the entity resulting from such Business Combination

or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (Z) at least a majority of the members of the board of directors of the corporation or equivalent body of any other entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

(c)“Code” means the Internal Revenue Code of 1986, as amended.

(d)“Confidential Information” means and includes the Equity Group’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information regarding customers, employees, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Equity Group’s relationship with that customer); pricing strategies and price curves; plans and strategies for expansion or acquisitions; budgets; customer lists; research; financial and sales data; trading terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Equity Group; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

(e)“Direct Supervisor” means the individual identified on Appendix A.

(f)“Disability” means the inability of Executive to perform the essential functions of his position with or without reasonable accommodation by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(g)“Good Reason” means a termination of employment by Executive due to the occurrence of one (1) or more of the following events which are not corrected within thirty (30) days after receipt of written notice from Executive to the Board:

(i)Assignment to Executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of Executive with the Bank;

(ii)A material reduction in Executive’s Base Salary;

(iii)The requiring of Executive to relocate his or her principal business office to any place outside a thirty (30) mile radius from Executive’s current place of employment in Wichita, Kansas or Overland Park, Kansas (reasonable required travel on Equity Group business will not constitute a relocation of Executive’s principal business office); or

(iv)A material breach of any provision of this Agreement which is not timely corrected by Parent or the Bank, as applicable, upon thirty (30) days prior written notice from Executive;

provided, however, that Executive must provide notice to the Board within ninety (90) days of obtaining knowledge of any of the events listed above and Executive must terminate his or her employment no later 90 days from the date of the occurrence of any of the foregoing events in order for such termination to be deemed a termination for Good Reason.

(h)“Restricted Area” means, as of any given date, any county in which the Bank has a physical location or has taken material steps to establish a physical location, and any county that is contiguous to any such county.

(i)“Restricted Period” means the period that begins on the Effective Date and ends twelve (12) months following the Termination Date.

21.Survival.  Provisions of this Agreement will survive any termination of Executive’s employment if so provided or if necessary or desirable to fully accomplish the purposes of the other surviving provisions, including, without limitation, the obligations of Executive under Section 4 and the obligations of the Bank under Sections 3,

22.Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or e-mail), each of which is deemed an original, but which together will constitute one and the same instrument.

23.Section Headings; Construction. The section headings used in this Agreement are included solely for convenience and will not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” will mean “including, without limitation.”

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EQUITY BANK
By: /s/ Brad S. Elliott
Name: Brad S. Elliott
Title: Chairman/CEO
EXECUTIVE
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/s/ Craig L. Anderson
Craig L. Anderson
For the limited purposes set forth herein:<br><br><br>EQUITY BANCSHARES, INC.
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By: /s/ Brad S. Elliott
Name: Brad S. Elliott
Title: Chairman/CEO

APPENDIX A

Other Compensation and Benefits

A. Country Club Membership. During the Term, the Bank will pay Executive's reasonable membership expenses (including fees, dues and related expenses) at such country club or clubs as approved by the Board (or a committee thereof). Reimbursements for such membership dues shall be paid monthly following Executive’s submission of evidence, satisfactory to the Bank, of the membership dues incurred.
B. Vacation, Paid Time Off. One hundred sixty (160) hours of paid vacation per calendar year (prorated for partial calendar year) to be used in accordance with the Bank’s vacation policies, as in effect from time to time, and as may be modified.  Executive will receive other paid time off in accordance with the Bank’s policies for senior management as such policies may exist from time to time, and as may be modified.
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C. Company Car.   Executive shall be provided a Company car selected by his/her Direct Supervisor.
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D. Direct Supervisor.  Brad Elliott, Chairman/CEO.
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19

eqbk-ex104_275.htm

Exhibit 10.4

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 5^th^ day of November, 2021 (the “Effective Date”), by and between Equity Bank, a Kansas banking corporation (the “Bank”), and Julie Huber (“Executive”). Equity Bancshares, Inc., a Kansas corporation and parent corporation of the Bank (“Parent”), is joining in this Agreement for the limited purpose of reflecting its agreement to provisions in this Agreement applicable to Parent.  Parent, the Bank and their respective subsidiaries and affiliates are referred to collectively as the “Equity Group.” Certain capitalized terms set forth herein have the meaning given to such terms in Section 20.

WHEREAS, the Bank desires to employ Executive and to enter into this Agreement setting forth the terms of such employment; and

WHEREAS, Executive agrees to accept such employment and to provide such services to the Bank in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein made and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Term of Employment; Duties.

(a)Term. Unless earlier terminated in accordance with Section 3, the term of this Agreement and Executive’s employment hereunder (the “Term”) will be for an initial period beginning on the Effective Date and ending on the third (3^rd^) anniversary of the Effective Date; provided that on the third (3^rd^) anniversary of the Effective Date and on each anniversary of such date thereafter (such date and each annual anniversary thereof a “Renewal Date”), the Term will automatically extend so as to terminate one year from such Renewal Date unless, at least 90 days before the applicable Renewal Date, either party gives notice to the other that the Term will not be so extended.  Upon termination of this Agreement and Executive’s employment hereunder for any reason, Executive will be deemed to have resigned from all positions that Executive holds as an officer or member of the board of directors of any member of the Equity Group.

(b)Title and Duties. During the Term, Executive will serve as Chief Strategy Officer and Executive Vice President and be located at the Wichita Rock Road location. In such positions, Executive will have such duties and perform such services as are commensurate with Executive’s position and such other duties and services as are from time to time reasonably assigned to Executive by the Direct Supervisor. Executive will report to the Direct Supervisor.  Executive agrees that he or she will at all times and to the best of his or her ability and experience faithfully perform all of the duties that may be required of him or her pursuant to the terms of this Agreement and will comply with all laws and regulations of appropriate governmental entities and all policies and procedures adopted by the Equity Group and applicable to Executive. Executive agrees to devote his or her full business time and attention to the performance of his or her obligations hereunder.

(c)Other Activities. During the Term, Executive may serve on civic, charitable or other not-for-profit boards or committees, manage personal investments and, subject to the prior written approval of the Direct Supervisor, serve on boards of for-profit entities, in each case so long as such activities do not create a conflict of interest with any member of the Equity Group, interfere with the performance of Executive’s duties responsibilities hereunder, or violate any provision of this Agreement (including, without limitation, Section 4).

2.Compensation and Benefits.

(a)Base Salary.  During the Term, the Bank will pay to Executive an annualized base salary of $285,000 per year, payable in accordance with the Bank’s normal payroll practices. The base salary will be subject to annual review for increase but may not be decreased without Executive’s consent.  As used in this Agreement, the term “Base Salary” means, as of any given date, Executive’s annualized base salary as of such date.

(b)Annual Bonus.  For each calendar year ending during the Term, Executive will be eligible to earn an annual bonus (the “Annual Incentive Bonus”), provided that Executive does not earn any Annual Incentive Bonus for the prior completed calendar year if Executive engages in any acts or omissions constituting Cause for termination. The target Annual Incentive Bonus is equal to 50% of Base Salary (the “Target Bonus Amount”), prorated for the calendar year during which Executive is hired. The Target Bonus Amount will be reviewed annually by the Board (or a committee thereof) and may be adjusted upward in the Board’s sole discretion, but not downward during the initial year of the term. The actual amount of the Annual Incentive Bonus with respect to any calendar year will be determined by the Board (or a committee thereof) based on Executive’s and the Equity Group’s fulfillment of performance goals established by the Board or the Direct Supervisor with respect to the applicable calendar year. The Annual Incentive Bonus for any calendar year will (if and to the extent earned) be paid no later than the March 15th following the completion of such calendar year. Executive must remain continuously employed with the Equity Group through the payment date of the Annual Incentive Bonus in order to earn such Annual Incentive Bonus.

(c)Long-Term Incentive Awards.  Beginning in the calendar year after Executive is hired and for each calendar year thereafter during the Term, Executive will be eligible to receive annual equity awards (“Annual Equity Awards”) under Parent’s equity incentive plan (the “Equity Plan”), subject to approval of the Board (or a committee thereof). It is currently contemplated that such Annual Equity Awards will have a targeted grant date fair value equal to 50% of  Executive’s Base Salary for the calendar year of grant, and that the terms and conditions of the Annual Equity Awards (including, without limitation, the form of award(s), vesting schedule, performance objectives, and/or restrictive provisions) will be similar to the terms and conditions applicable to the annual equity awards made to the Equity Group’s other similarly situated employees. Any such Annual Equity Awards will be subject to the terms and conditions of the Equity Plan and any grant agreement, award agreement, or similar document entered into or issued in connection therewith.

(d)Employee Benefit Programs. During the Term, Executive will be eligible to participate in all employee benefit programs, including medical, dental and hospitalization programs, now or hereafter made available by the Bank to its senior executives, subject to terms and conditions of such programs, including eligibility. It is understood that the Bank reserves the right to modify and rescind any program or adopt new programs in its sole discretion.

(e)Vacation; Paid Time-Off. Executive will be entitled to paid vacation as outlined in Appendix A.

(f)Business Expenses. The Bank will pay or reimburse Executive’s reasonable business expenses, including expenses incurred for travel on Equity Group business, in

accordance with the Bank’s expense reimbursement policies and procedures, as may be adopted or amended from time to time.

(g)Other Compensation and Benefits.  The Bank will pay or provide the compensation and benefits set forth on Appendix A, attached hereto, which is hereby incorporated herein by reference in its entirety and made a part hereof.

3.Termination of Employment. This Agreement and Executive’s employment hereunder may be terminated by the Bank or Executive at any time and for any reason; provided that, unless otherwise provided herein, either party is required to give the other party at least 30 days’ advance written notice of any termination of Executive’s employment. On termination of this Agreement and Executive’s employment hereunder, Executive will be entitled to the compensation and benefits described in this Section 3, subject to any applicable “claw-back” or compensation recovery policy and will have no further rights to any compensation or any other benefits from the Equity Group.

(a)Expiration of the Term, For Cause, or Without Good Reason.  This Agreement and Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank for Cause, or (z) by the Executive without Good Reason. In such event, Executive will be entitled to receive:

(i)Any accrued but unpaid Base Salary and accrued but unused vacation which will be paid in accordance with the Bank’s normal payroll practices following the date of Executive’s termination (the “Termination Date”);

(ii)Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause.  If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive;

(iii)Reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Bank’s expense reimbursement policies and procedures in effect at the time; and

(iv)Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

Items 3(a)(i) through 3(a)(iv) are referred to herein collectively as the “Accrued Amounts”.

(b)Termination by the Bank Without Cause or by Executive for Good Reason. This Agreement and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Bank without Cause. In the event of such termination, Executive will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 3(e) and Section 4 of this Agreement, Executive will be entitled to receive continued Base Salary (“Salary Continuation Payments”) for 12 months following the Termination Date payable in equal installments in accordance with the Bank’s normal payroll practices, which will commence on the first regularly scheduled payroll date following the effective date of the Release (defined below). The first installment of the Salary Continuation Payments will include all amounts of Base Salary that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date.

(c)Death or Disability. This Agreement and Executive’s employment hereunder will terminate automatically on the Executive’s death during the Term, and the Bank may terminate Executive’s employment on account of Executive’s Disability. If Executive’s employment is terminated during the Term on account of Executive’s death or Disability, Executive (or Executive’s estate, legal representatives and/or beneficiaries, as the case may be) will be entitled to receive the Accrued Amounts.

(d)Change of Control Termination.  If this Agreement and Executive’s employment hereunder is terminated by Executive for Good Reason, by the Bank (or its successor) without Cause, or due to the Bank’s (or its successor’s) nonrenewal of the Agreement, in each case within 12 months following a Change of Control, then, in lieu of any payment payable to Executive under this Section 3, Executive will be entitled to receive the Accrued Amounts and, to the extent permissible under 12 U.S.C. 1828(k) and 12 C.F.R. Part 359 and subject to Executive’s compliance with Section 3(e) and Section 4, a lump sum payment (the “Change of Control Severance Payment”) equal to 2.99 times the sum of (i) Executive’s Base Salary for the calendar year immediately preceding the calendar year in which the Termination Date occurs and (ii) all other cash compensation paid by the Equity Group and received by Executive during such calendar year (but, for avoidance of doubt, not including the value of any equity-based compensation).  The Change of Control Severance Payment will be paid within 10 days following the effective date of the Release (defined below); provided that if the Release Execution Period (defined below) begins in one taxable year and ends in another taxable year, payment of the Change of Control Severance Payment will be made in the second taxable year.

(e)Release Requirement.  Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, is conditioned on Executive’s execution and delivery of a separation agreement and release of claims in favor of the Equity Group, its officers, directors, employees and agents in a form provided by the Bank (the “Release”) and such Release becoming effective and irrevocable within 60 days following the Termination Date (such 60-day period, the “Release Execution Period”).  The Release will include an affirmation of the restrictive covenants set forth in Section 4, and will be in a form and substance satisfactory to the Bank.

(f)Equity Awards.  Notwithstanding anything in this Agreement to the contrary, the treatment of any equity award held by Executive as of the Termination Date will be determined in accordance with the terms of the applicable Parent equity incentive plan and award agreement.

(g)Severance Benefits Not Includable for Employee Benefits Purposes.  Except to the extent the terms of any applicable benefit plan, policy or program provide otherwise, any

benefit programs of the Equity Group that take into account Executive’s income will exclude any and all severance benefits provided under this Agreement.

(h)Exclusive Severance Benefits.  If Executive becomes entitled to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, then such payment(s) will be in lieu of any other severance or similar benefits that would otherwise be payable under any other agreement, plan, program or policy of the Equity Group.

4.Restrictive Covenants.

(a)Confidential Information.

(i)Executive acknowledges that the business of the Equity Group is highly competitive and that the Equity Group will provide Executive with access to Confidential Information relating to the business of the Equity Group, its customers and their respective affiliates. Executive acknowledges that this Confidential Information constitutes a valuable, special, and unique asset used by the Equity Group in its business to obtain a competitive advantage over their competitors.

(ii)Executive further acknowledges that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Equity Group in maintaining its competitive position.  Executive also will have access to, or knowledge of, Confidential Information of third parties, such as actual and potential customers, suppliers, partners, joint venturers, investors, financing sources and the like, of the Equity Group.

(iii)Executive agrees that he or she will not, at any time during or after Executive’s employment or service with the Equity Group, make any unauthorized disclosure of any Confidential Information or make any use thereof except in the carrying out of Executive’s employment responsibilities hereunder. Executive also agrees to preserve and protect the confidentiality of third-party Confidential Information to the same extent, and on the same basis, as the Equity Group’s Confidential Information.

(iv)Executive understands that nothing contained in this Agreement (including, without limitation, Section 4(e)) limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (“SEC”) or other governmental agency. Executive further understands that nothing in this Agreement (including, without limitation, Section 4(e)) limits Executive’s ability to communicate with the SEC or any other governmental agency or otherwise participate in any investigation or proceeding that may be conducted by the SEC or such other agency, including providing documents or other information, without notice to any member of the Equity Group. This Agreement does not limit Executive’s right to receive an award for information provided to the SEC or any other governmental agency.

(v)Executive and the Equity Group specifically acknowledge that 18 U.S.C. § 1833(b) provides: “An individual will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is

intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, notwithstanding anything to the contrary in the foregoing, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law.

(b)Non-Competition Obligations.

(i)Executive acknowledges that the Equity Group is providing Executive with access to Confidential Information. Ancillary to Executive’s agreement not to disclose Confidential Information, to protect the Confidential Information described above, and in consideration for Executive’s receiving access to this Confidential Information and compensation stated in this Agreement, the Bank and Executive agree to the following non-competition provisions. Executive agrees that during the Restricted Period, Executive will not, directly or indirectly, (A) engage or participate in the ownership, management, operation, control or financing of, (B) provide any service, advice or assistance regarding the management, operation, formation or acquisition of, or (C) have any financial interest in, whether as organizer, director, advisory director, officer, employee, consultant, partner, contractor, stockholder (other than as a holder of less than 3% of the capital stock of a Financial Institution (defined below), whether the Financial Institution is a privately held company or a reporting company under the Securities Exchange Act of 1934), any national or state commercial bank, credit union, thrift, or savings institution, or any person or entity seeking to acquire or form such an institution or company (“Financial Institution”), competitive with that of the Equity Group or the Equity Group’s business as it exists on the date hereof which has a branch or loan production office located in the Restricted Area, including but not limited to a Financial Institution engaged in, or which controls any entity engaged in, retail banking services, commercial banking services, consumer savings accounts, deposit production, commercial loan production or commercial or commercial real estate lending services in the Restricted Area.

(ii)Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses in the Restricted Area and during the Restricted Period, but acknowledges that these restrictions are necessary to protect the Confidential Information that Executive has provided or made available to Executive.

(iii)Executive agrees that this provision defining the scope of activities constituting prohibited competition with the Equity Group is narrow and reasonable for the following reasons: (i) Executive is free to seek employment with other companies providing services that do not directly or indirectly compete with any business of the Equity Group; (ii) Executive is free to seek employment with other companies in the banking business that do not directly or indirectly compete with any business of the Equity Group; and (iii) there are many other companies in the banking business that do not directly or indirectly compete with any business of the Equity Group. Thus, this restriction on Executive’s ability to compete does not prevent Executive from using and offering the skills that Executive possessed prior to receiving Confidential Information, specialized training, and knowledge from the Equity Group.

(c)Non-Solicitation of Clients and Customers. Executive agrees that during the Restricted Period, Executive will not directly or indirectly solicit, contact or call upon any current

or prospective client or customer of the Equity Group with whom Executive had material contact during the course of his or her employment or service with the Equity Group for the purpose of providing banking or banking related services other than through the Equity Group. For this purpose, “material contact” exists between Executive and each current or prospective client or customer: (i) with whom Executive dealt; (ii) whose dealings with the Equity Group were coordinated or supervised by Executive; or (iii) about whom Executive obtained or had access to Confidential Information in the ordinary course of business as a result of Executive’s performance of his duties and responsibilities hereunder.

(d)Non-Solicitation of Employees. Executive agrees that during the Restricted Period, Executive will not, either directly or indirectly, call on, solicit, or induce any other employee or officer of the Equity Group whom Executive had contact with, knowledge of, or association with in the course of employment or service with the Equity Group (a “Covered Employee”) to terminate his or her employment, and will not assist any other person or entity in such a solicitation; provided, however, that the foregoing: (i) shall not apply to any Covered Employee who is no longer employed by the Equity Group or has otherwise resigned from employment with the Equity Group; (ii) shall not prohibit Executive from making a general solicitation for employment that is not targeted at any Covered Employees.

(e)Cooperation.  Executive agrees he or she will reasonably cooperate with the members of the Equity Group  with respect to any matters arising during or related to his employment, including but not limited to reasonable cooperation in connection with any litigation, governmental investigation, or regulatory or other proceeding which may have arisen or which may arise following the execution of this Agreement other than in connection with any litigation or other proceeding commenced by a member of the Equity Group against Executive and other than any litigation or other proceeding commenced by Executive against a member of the Equity Group to enforce Executive’s rights under this Agreement. As part of such reasonable cooperation, Executive shall provide information to the Equity Group and its attorneys with respect to any matter arising during or related to his or her employment, shall make himself or herself reasonably available to meet with Equity Group personnel and the Equity Group’s attorneys, and will, at the Equity Group’s reasonable request and upon reasonable notice, travel to such places as the Equity Group may specify (for which the Equity Group will reimburse Executive for his or her reasonable travel and lodging expenses). Finally, as part of such reasonable cooperation agreed to herein, Executive shall promptly notify Parent’s General Counsel, within three business days, of his or her actual receipt from any third party or governmental entity of a request for testimony and/or documents, whether by legal process or otherwise, relating to any matter arising during or relating to his or her employment or directorship with any member of the Equity Group.

(f)Additional Agreements.  During the period that begins on the Effective Date and ends of the first to occur of (x) the date that is five (5) years following the Termination Date or (y) the date of a Change of Control, Executive agrees that he or she will not, without the prior approval of the Board or in the course of his or her normal duties and responsibilities hereunder on behalf of the Equity Group, directly or indirectly: (i) engage in any solicitation of proxies or consents or become a “participant” in a contested “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of Parent; (ii) seek or submit, or encourage any person or entity to seek or submit, nomination(s) in furtherance of a “contested solicitation” for the appointment, election or removal of directors with respect to Parent or seek, encourage or take any other action with respect to the appointment, election or removal of any directors of Parent, other than a

“solicitation” or acting as a “participant” in support of the nomination and election of all directors then comprising the Incumbent Board, and any individual whose election, or nomination for election to the Board, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board; (iii) make any public proposal, alone or in concert with others, to amend any provision of Parent’s certificate of incorporation or bylaws; or (iv) alone or in concert with others (A) make any proposal for consideration by stockholders of Parent at any annual or special meeting of stockholders of Parent, (B) affirmatively solicit a third party, on an unsolicited basis, to make an offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition or other business combination involving Parent, or publicly encourage or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to Parent by such third party prior to such proposal becoming public, or (E) call or seek to call a special meeting of stockholders.

(g)Non-Disparagement. Executive represents, covenants and agrees that he or she will not at any time during the Term or after the Termination Date, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or business practices of the Equity Group or any its stockholders, directors, officers, employees, as applicable, except when such statement or communication (i) is made in a full and accurate response to any question, inquiry or request for information made in connection with a legal proceeding or a government investigation, (ii) required by the Equity Group’s policies or procedures or made by Executive in the normal course of performing his or her duties on behalf of the Equity Group (including in connection with any public or regulatory filing by a member of the Equity Group), or (iii) is otherwise required by applicable law.

(h)Return of Property.  Executive agrees to deliver promptly to the Bank, upon termination of his or her employment hereunder, or at any other time when the Bank so requests, all documents and other materials (including electronically stored information) received by Executive in connection with the performance of his or her duties hereunder relating to the business of the Equity Group, including without limitation: contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any documents relating to the business of the Equity Group and all copies thereof and therefrom; provided, however, that Executive will be permitted to retain copies of any documents or materials of a personal nature or otherwise related to Executive’s rights under this Agreement, copies of this Agreement and any attendant or ancillary documents specifically including any documents referenced in this Agreement and copies of any documents related to Executive’s equity incentive awards and other compensation.

(i)Injunctive Relief.  Executive acknowledges that a breach of any of the covenants contained in this Section 4 may result in material, irreparable injury to the Equity Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat of breach, Parent and/or the Bank will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Executive from engaging in activities prohibited by this Section 4 or such

other relief as may be required to specifically enforce any of the covenants in this Section 4.  Such remedies will be in addition to all other remedies available to Parent and/or the Bank, at law and equity.

(j)Adjustment of Covenants.  The parties consider the covenants and restrictions contained in this Section 4 to be reasonable in all respects. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of application been modified, such covenant or restriction will be deemed to have been applied with such modification as would be necessary and consistent with the intent of the parties to have made it valid, enforceable and effective.

5.Proprietary Information; Inventions.

(a)Executive agrees that any and all information and data originated by Executive while employed by the Equity Group and, where applicable, by other employees or associates under Executive’s direction or supervision in connection with or as a result of any work or service performed under the terms of Executive’s employment, will be promptly disclosed to the Bank, will become the Equity Group’s property, and will be kept confidential by Executive. Any and all such information and data, reduced to written, graphic or other tangible form and any and all copies and reproduction thereof will be furnished to the Bank upon request and in any case will be returned to the Bank upon Executive’s termination of employment for any reason.

(b)Executive agrees that Executive will promptly disclose to the Bank all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Executive performs for the Equity Group.

(c)Executive agrees that he or she will assign the entire right, title and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to the Bank. Executive further agrees that Executive will, without expense to the Bank other than reimbursement of Executive’s business expenses, execute all documents and do all acts which may be necessary, desirable or convenient to enable the Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

6.Notices. All notices, requests, demands and other communications required or permitted hereunder will be in writing and will be deemed to have been given upon receipt when delivered by hand or upon delivery to the address of the party determined pursuant to this Section when delivered by express mail, overnight courier or other similar method to such address or by electronic mail transmission (provided a copy is also sent by registered or certified mail or by overnight courier), or three (3) business days after deposit of the notice in the US mail, if mailed by certified or registered mail, with postage prepaid addressed to the respective party as set forth below, which address may be changed by written notice to the other party:

If to Parent or the Bank:

Equity Bank

7701 E. Kellogg, Suite 300

Wichita, Kansas 67202

Attn: CEO

E-mail: brade@equitybank.com

If to Executive, the most recent electronic mail or physical address on file with the Bank.

7.Section 280G.

(a)Notwithstanding anything in this Agreement to the contrary, in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to Executive, a calculation will be made comparing (i) the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) of the immediately preceding sentence is less than the amount calculated under clause (ii) thereof, then the Payments will be limited to the extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”).

(b)The reduction of the Payments, if applicable, will be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “Determination Firm”). For purposes of this Section 7, present value will be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 7, the “Parachute Value” of a Payment means the present value as of the date of the Change of Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(c)All determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed, whether the Payments will be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, will be made by the Determination Firm, which will provide detailed supporting calculations both to the Bank and Executive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Bank. All fees and expenses of the Determination Firm will be borne solely by the Bank. Any determination by the Determination Firm will be binding upon the Bank and Executive.

(d)As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Determination Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive that the Determination Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive will be repaid by Executive to the appropriate member of the Equity Group together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment will be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes.

In the event that the Determination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Equity Group to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(e)To the extent requested by Executive, the Bank will cooperate with the Executive in good faith in valuing, and the Determination Firm will take into account the value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of Parent or the Bank (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

8.Section 409A of the Code.

(a)The amounts payable pursuant to this Agreement are intended to be exempt from Section 409A of the Code and related U.S. treasury regulations or official pronouncements and will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable under this Agreement is determined to be subject to Section 409A of the Code, this Agreement will be construed in a manner that will comply with Section 409A of the Code.  The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A of the Code. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment.

(b)If any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, Parent or the Bank, as applicable, will have the discretion to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary to comply with the requirements of Section 409A of the Code to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code.

(c)Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of Section 409A of the Code, then any payments and benefits under this Agreement that are subject to Section 409A of the Code and paid by reason of a termination of employment will be made or provided on the later of (i) the payment date set forth in this Agreement or (ii) the date that is the earliest of (A) the expiration of the six-month period measured from the Termination Date, or (B) the date of Executive’s death (the “Delay Period”).  Payments and benefits subject to the Delay Period will be paid or provided to Executive without interest for such delay.

Any expense reimbursement payable to Executive under the terms of this Agreement will be paid on or before March 15 of the calendar year following the calendar year in which such reimbursable expense was incurred. The amount of such reimbursements that the Bank is obligated to pay in any given calendar year will not affect the amount the Bank is obligated to pay in any other calendar year. In addition, Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits.

9.Binding Effect; Successors and Assigns. This Agreement will inure to the benefit of and be binding upon and enforceable by Executive and his estate, personal representatives, and heirs, and by Parent, the Bank and their respective successors and assigns. This Agreement and the payments hereunder may not be assigned, pledged or otherwise hypothecated by Executive. The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession had taken place. As used in this Agreement, the “Bank” will mean the Bank as herein defined and any successor to their respective business or assets which assumes this Agreement by operation of law or otherwise.

10.Entire Agreement. This Agreement is intended by the parties hereto to constitute the entire understanding of the parties with respect to the employment of Executive as an employee and officer of the Bank following the Effective Time and supersedes and replaces any prior offer letter or employment agreement by and between the Bank and Executive.

11.Withholding of Taxes. Parent and the Bank may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as Parent or the Bank, as applicable, is required to withhold pursuant to any applicable law, regulation or ruling.

12.Dispute Resolution/Agreement to Arbitrate Claims. To ensure the rapid and economical resolution of disputes that may arise in connection with Executive’s employment with Parent and the Bank, Executive, Parent and the Bank agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, Executive’s employment with Parent or the Bank, or the termination of Executive’s employment from Parent or the Bank, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1, et seq. and to the fullest extent permitted by law, by final, binding and confidential arbitration, provided that neither party may initiate arbitration until 30 days after mediation with a mediator agreed upon by the parties, and where mediation does not result in resolution of the dispute.

  1. Except as provided below, Parent, the Bank and Executive agree that confidential arbitration is the exclusive, final and biding method for resolving all such claims

(a)Claims Covered By this Agreement. Disputes that are subject to arbitration under this Agreement include, but are not limited to, claims for wages or other compensation due, including claims for overtime; meal or rest break claims; claims for breach of any contract or covenant (express or implied); tort claims, including, but not limited to claims for defamation, intentional infliction of emotional distress, invasion of privacy, and all negligence-based claims; personal injury claims; claims for discrimination, harassment and/or retaliation in employment including, but not limited to claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment

Act, the Older Worker Benefit Protection Act, the Sarbanes-Oxley Act, all as they may have been amended from time to time, claims for misclassification, and claims for violation of common law or any other federal, state, or local laws relating to employment or separation from employment or benefits associated with employment or separation for employment.

(b)Claims Not Covered By this Agreement. Claims for workers’ compensation, unemployment insurance, and claims for injunctive relief are not covered by this Agreement. Nothing in this Agreement is intended to prevent Executive from filing an administrative claim with the Equal Employment Opportunity Commission. Moreover, Executive, Parent or the Bank may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and/or enforce and arbitration award.

(c)Arbitration Rules and Procedures. The arbitration is to be conducted in or near Wichita, Kansas by JAMS, Inc. (“JAMS”) or its successors before a mutually selected single neutral arbitrator, under JAMS’ then applicable rules and procedures for employment disputes (which will be provided to Executive upon request); provided that the arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s essential findings and conclusions on which the award was based and a statement of the award. Executive, Parent and the Bank each shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Questions of whether a claim is subject to arbitration under this Agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. To the maximum extent permitted by applicable law, all claims, disputes, or causes of action under this section, whether by Executive, Parent or the Bank, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. EACH OF EXECUTIVE, PARENT AND THE BANK ACKNOWLEDGE THAT BY AGREEING TO THIS ARBITRATION PROCEDURE, THEY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE THROUGH A TRIAL BY JURY OR JUDGE OR ADMINISTRATIVE PROCEEDING. The Bank shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law (that is, costs that are unique to arbitration) and shall pay the arbitrator’s fee. Each party shall pay the fees of its attorneys, the expenses of its witnesses, and any other costs and expenses that the party incurs in connection with the arbitration; provided that an arbitrator may award attorneys’ fees to the prevailing party, if the arbitrator determines in its sole discretion that such an award is permitted by applicable law. Any dispute as to whether a cost is unique to arbitration will be exclusively resolved by the arbitrator. Each of Executive, Parent and the Bank have the right to be represented by legal counsel at any arbitration proceeding. The arbitration proceedings will be confidential to the extent permitted by law. Executive, Parent and the Bank will maintain all information and documents exchanged in connection with and in the course of the arbitration as confidential, except to the extent the disclosure of such information or documentation is necessary to enforce any award or challenge any award as permitted by the applicable law.

(d)No Change in At-Will Employment. This agreement to arbitrate claims is not a contract of employment, expressed or implied, and Executive, Parent and the Bank acknowledge that Executive’s employment is at-will and that this agreement does not change the “at-will” status of Executive’s employment subject to the Bank’s obligations under Sections 3 (b) and (d). EACH OF EXECUTIVE, PARENT AND THE BANK ACKNOWLEDGE THAT

THEY HAVE READ AND UNDERSTAND THE TERMS OF SECTION 12, AGREEMENT TO ARBITRATE CLAIMS, AND AGREE TO BE BOUND BY ITS TERMS.

14.Amendments. This Agreement may not be amended or modified except in writing signed by both parties.

15.Right to Setoff. The Bank may, to the extent permitted by applicable law, deduct from and setoff against any amounts payable by the Bank to Executive under this Agreement or otherwise such amounts as may be owed by Executive to the Bank, although the Executive shall remain liable for any part of Executive’s payment obligation not satisfied through such deduction and setoff. By signing this Agreement, Executive agrees to any deduction or setoff under this Section 15, to the maximum extent permitted by law.

16.Waivers. The failure of either party to insist upon the strict performance of any provision hereof will not constitute a waiver of such provision. All waivers must be in writing.

17.Future Employers. The Bank may notify anyone employing Executive or evidencing an intention to employ Executive as to the existence and provisions of this Agreement and may provide any such person or organization a copy of this Agreement. Executive agrees that for a period equal to the Restricted Period after Executive’s termination of employment for any reason, Executive will provide the Bank the identity of any employer Executive goes to work for along with Executive’s job title and anticipated job duties with any such employer.

18.Governing Law. This Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the laws of the State of Kansas, excluding its conflicts of laws.

19.Severability. In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement will not be affected thereby.

20.Definitions. For purposes of this Agreement:

(a)“Cause” means any of the following acts or omissions by Executive: (i) any act or omission requiring the Bank to terminate Executive in order to comply with Section 19 of the Federal Deposit Insurance Act, 12 USC Section 1829(a), (ii) the commission of a felony or any other crime involving moral turpitude or the pleading of nolo contendere to any such act, (iii) the commission of any act or acts of dishonesty when such acts are intended to result or result, directly or indirectly, in gain or personal enrichment of Executive or any related person or affiliated company and are intended to cause harm or damage to any member of the Equity Group, (iv) the illegal use of controlled substances, (v) the misappropriation or embezzlement of assets of any member of the Equity Group, (vi) the breach of any material term or provision of this Agreement, (vii) a knowing and willful violation of a material business directive of the Direct Supervisor that is not remedied within a reasonable period after receipt of written notice from the Direct Supervisor, who may determine the reasonable cure period in such written notice; (viii) continuing or habitual drug or alcohol use that materially interferes with the performance of Executive’s duties and responsibilities; or (ix) failure or refusal by Executive to substantially perform his or her duties to the reasonable satisfaction of the Direct Supervisor.  The Bank may place Executive on paid leave for up to 60 days while it is determining whether there is a basis to terminate the Executive's employment for Cause. Any such action by the Bank will not constitute Good Reason.

(b)“Change of Control” means the occurrence, after the Effective Date, of any event described in (i), (ii) or (iii) below.

(i)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then-outstanding equity interests of Parent (the “Outstanding Company Equity”) or (B) the combined voting power of the then-outstanding voting securities of Parent entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 19(b)(i), the following acquisitions will not constitute a Change of Control: (1) any acquisition directly from Parent, (2) any acquisition by Parent, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Parent, the Bank, or any of their respective affiliates, or (4) any acquisition by any corporation or other entity pursuant to a transaction that complies with Section 19(b)(iii)(X), Section 19(b)(iii)(Y), or Section 19(b)(iii)(Z);

(ii)Any time at which individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Parent’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii)Consummation of (A) a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Parent or any of its subsidiaries, (B) a sale or other disposition of assets of Parent that have a total gross fair market value (i.e., determined without regard to any liabilities associated with such assets) equal to or more than 75% of the total gross fair market value of all of the assets of Parent immediately prior to such sale or other disposition, or (C) the acquisition of assets or equity interests of another entity by Parent or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (X) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Equity and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding equity interests and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or equivalent body of the entity resulting from such Business Combination (including, without limitation, a corporation or other entity that, as a result of such transaction, owns Parent or all or substantially all of Parent’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Equity and the Outstanding Company Voting Securities, (Y) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related

trust) of Parent or such other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then-outstanding equity interests of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (Z) at least a majority of the members of the board of directors of the corporation or equivalent body of any other entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

(c)“Code” means the Internal Revenue Code of 1986, as amended.

(d)“Confidential Information” means and includes the Equity Group’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information regarding customers, employees, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Equity Group’s relationship with that customer); pricing strategies and price curves; plans and strategies for expansion or acquisitions; budgets; customer lists; research; financial and sales data; trading terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Equity Group; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

(e)“Direct Supervisor” means the individual identified on Appendix A.

(f)“Disability” means the inability of Executive to perform the essential functions of his position with or without reasonable accommodation by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(g)“Good Reason” means a termination of employment by Executive due to the occurrence of one (1) or more of the following events which are not corrected within thirty (30) days after receipt of written notice from Executive to the Board:

(i)A material adverse change in Executive’s status, title, position or responsibilities (including reporting responsibilities) with the Bank;

(ii)Assignment to Executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of Executive with the Bank;

(iii)A material reduction in Executive’s Base Salary;

(iv)The requiring of Executive to relocate his or her principal business office to any place outside a thirty (30) mile radius from Executive’s current place of employment in Wichita, Kansas (reasonable required travel on Equity Group business will not constitute a relocation of Executive’s principal business office); or

(v)A material breach of any provision of this Agreement which is not timely corrected by Parent or the Bank, as applicable, upon thirty (30) days prior written notice from Executive;

provided, however, that Executive must provide notice to the Board within ninety (90) days of obtaining knowledge of any of the events listed above and Executive must terminate his or her employment no later 90 days from the date of the occurrence of any of the foregoing events in order for such termination to be deemed a termination for Good Reason.

(h)“Restricted Area” means, as of any given date, any county in which the Bank has a physical location or has taken material steps to establish a physical location, and any county that is contiguous to any such county.

(i)“Restricted Period” means the period that begins on the Effective Date and ends twelve (12) months following the Termination Date.

21.Survival.  Provisions of this Agreement will survive any termination of Executive’s employment if so provided or if necessary or desirable to fully accomplish the purposes of the other surviving provisions, including, without limitation, the obligations of Executive under Section 4 and the obligations of the Bank under Sections 3,

22.Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or e-mail), each of which is deemed an original, but which together will constitute one and the same instrument.

23.Section Headings; Construction. The section headings used in this Agreement are included solely for convenience and will not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” will mean “including, without limitation.”

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EQUITY BANK
By: /s/ Brad S. Elliott
Name: Brad S. Elliott
Title: Chairman/CEO
EXECUTIVE
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/s/ Julie Huber
Julie Huber
For the limited purposes set forth herein:<br><br><br>EQUITY BANCSHARES, INC.
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By: /s/ Brad S. Elliott
Name: Brad S. Elliott
Title: Chairman/CEO

APPENDIX A

Other Compensation and Benefits

A. Country Club Membership. During the Term, the Bank will pay Executive's reasonable membership expenses (including fees, dues and related expenses) at such country club or clubs as approved by the Board (or a committee thereof). Reimbursements for such membership dues shall be paid monthly following Executive’s submission of evidence, satisfactory to the Bank, of the membership dues incurred.
B. Vacation, Paid Time Off. One hundred sixty (160) hours of paid vacation per calendar year (prorated for partial calendar year) to be used in accordance with the Bank’s vacation policies, as in effect from time to time, and as may be modified.  Executive will receive other paid time off in accordance with the Bank’s policies for senior management as such policies may exist from time to time, and as may be modified.
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C. Company Car.   Executive shall be provided a Company car selected by his/her Direct Supervisor.
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D. Direct Supervisor.  Brad Elliott, Chairman/CEO.
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19

eqbk-ex105_274.htm

Exhibit 10.5

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 5^th^ day of November, 2021 (the “Effective Date”), by and between Equity Bank, a Kansas banking corporation (the “Bank”), and Brett A. Reber (“Executive”). Equity Bancshares, Inc., a Kansas corporation and parent corporation of the Bank (“Parent”), is joining in this Agreement for the limited purpose of reflecting its agreement to provisions in this Agreement applicable to Parent.  Parent, the Bank and their respective subsidiaries and affiliates are referred to collectively as the “Equity Group.” Certain capitalized terms set forth herein have the meaning given to such terms in Section 20.

WHEREAS, the Bank desires to employ Executive and to enter into this Agreement setting forth the terms of such employment; and

WHEREAS, Executive agrees to accept such employment and to provide such services to the Bank in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein made and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Term of Employment; Duties.

(a)Term. Unless earlier terminated in accordance with Section 3, the term of this Agreement and Executive’s employment hereunder (the “Term”) will be for an initial period beginning on the Effective Date and ending on the third (3^rd^) anniversary of the Effective Date; provided that on the third (3^rd^) anniversary of the Effective Date and on each anniversary of such date thereafter (such date and each annual anniversary thereof a “Renewal Date”), the Term will automatically extend so as to terminate one year from such Renewal Date unless, at least 90 days before the applicable Renewal Date, either party gives notice to the other that the Term will not be so extended.  Upon termination of this Agreement and Executive’s employment hereunder for any reason, Executive will be deemed to have resigned from all positions that Executive holds as an officer or member of the board of directors of any member of the Equity Group.

(b)Title and Duties. During the Term, Executive will serve as General Counsel and Executive Vice President and be located at the Wichita Rock Road location. In such positions, Executive will have such duties and perform such services as are commensurate with Executive’s position and such other duties and services as are from time to time reasonably assigned to Executive by the Direct Supervisor. Executive will report to the Direct Supervisor.  Executive agrees that he or she will at all times and to the best of his or her ability and experience faithfully perform all of the duties that may be required of him or her pursuant to the terms of this Agreement and will comply with all laws and regulations of appropriate governmental entities and all policies and procedures adopted by the Equity Group and applicable to Executive. Executive agrees to devote his or her full business time and attention to the performance of his or her obligations hereunder.

(c)Other Activities. During the Term, Executive may serve on civic, charitable or other not-for-profit boards or committees, manage personal investments and, subject to the prior written approval of the Direct Supervisor, serve on boards of for-profit entities, in each case so long as such activities do not create a conflict of interest with any member of the Equity Group, interfere with the performance of Executive’s duties responsibilities hereunder, or violate any provision of this Agreement (including, without limitation, Section 4). Executive may engage in

paid Board membership work with non-competing companies and perform “of counsel” services for Executive’s law firm, as approved by the Direct Supervisor.

2.Compensation and Benefits.

(a)Base Salary.  During the Term, the Bank will pay to Executive an annualized base salary of $280,500 per year, payable in accordance with the Bank’s normal payroll practices. The base salary will be subject to annual review for increase but may not be decreased without Executive’s consent.  As used in this Agreement, the term “Base Salary” means, as of any given date, Executive’s annualized base salary as of such date.

(b)Annual Bonus.  For each calendar year ending during the Term, Executive will be eligible to earn an annual bonus (the “Annual Incentive Bonus”), provided that Executive does not earn any Annual Incentive Bonus for the prior completed calendar year if Executive engages in any acts or omissions constituting Cause for termination. The target Annual Incentive Bonus is equal to 45% of Base Salary (the “Target Bonus Amount”), prorated for the calendar year during which Executive is hired. The Target Bonus Amount will be reviewed annually by the Board (or a committee thereof) and may be adjusted upward in the Board’s sole discretion, but not downward during the initial year of the term. The actual amount of the Annual Incentive Bonus with respect to any calendar year will be determined by the Board (or a committee thereof) based on Executive’s and the Equity Group’s fulfillment of performance goals established by the Board or the Direct Supervisor with respect to the applicable calendar year. The Annual Incentive Bonus for any calendar year will (if and to the extent earned) be paid no later than the March 15th following the completion of such calendar year. Executive must remain continuously employed with the Equity Group through the payment date of the Annual Incentive Bonus in order to earn such Annual Incentive Bonus.

(c)Long-Term Incentive Awards.  Beginning in the calendar year after Executive is hired and for each calendar year thereafter during the Term, Executive will be eligible to receive annual equity awards (“Annual Equity Awards”) under Parent’s equity incentive plan (the “Equity Plan”), subject to approval of the Board (or a committee thereof). It is currently contemplated that such Annual Equity Awards will have a targeted grant date fair value equal to 50% of  Executive’s Base Salary for the calendar year of grant, and that the terms and conditions of the Annual Equity Awards (including, without limitation, the form of award(s), vesting schedule, performance objectives, and/or restrictive provisions) will be similar to the terms and conditions applicable to the annual equity awards made to the Equity Group’s other similarly situated employees. Any such Annual Equity Awards will be subject to the terms and conditions of the Equity Plan and any grant agreement, award agreement, or similar document entered into or issued in connection therewith.

(d)Employee Benefit Programs. During the Term, Executive will be eligible to participate in all employee benefit programs, including medical, dental and hospitalization programs, now or hereafter made available by the Bank to its senior executives, subject to terms and conditions of such programs, including eligibility. It is understood that the Bank reserves the right to modify and rescind any program or adopt new programs in its sole discretion.

(e)Vacation; Paid Time-Off. Executive will be entitled to paid vacation as outlined in Appendix A.

(f)Business Expenses. The Bank will pay or reimburse Executive’s reasonable business expenses, including expenses incurred for travel on Equity Group business, in

accordance with the Bank’s expense reimbursement policies and procedures, as may be adopted or amended from time to time.

(g)Other Compensation and Benefits.  The Bank will pay or provide the compensation and benefits set forth on Appendix A, attached hereto, which is hereby incorporated herein by reference in its entirety and made a part hereof.

3.Termination of Employment. This Agreement and Executive’s employment hereunder may be terminated by the Bank or Executive at any time and for any reason; provided that, unless otherwise provided herein, either party is required to give the other party at least 30 days’ advance written notice of any termination of Executive’s employment. On termination of this Agreement and Executive’s employment hereunder, Executive will be entitled to the compensation and benefits described in this Section 3, subject to any applicable “claw-back” or compensation recovery policy and will have no further rights to any compensation or any other benefits from the Equity Group.

(a)Expiration of the Term, For Cause, or Without Good Reason.  This Agreement and Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank for Cause, or (z) by the Executive without Good Reason. In such event, Executive will be entitled to receive:

(i)Any accrued but unpaid Base Salary and accrued but unused vacation which will be paid in accordance with the Bank’s normal payroll practices following the date of Executive’s termination (the “Termination Date”);

(ii)Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause.  If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive;

(iii)Reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Bank’s expense reimbursement policies and procedures in effect at the time; and

(iv)Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

Items 3(a)(i) through 3(a)(iv) are referred to herein collectively as the “Accrued Amounts”.

(b)Termination by the Bank Without Cause or by Executive for Good Reason. This Agreement and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Bank without Cause. In the event of such termination, Executive will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 3(e) and Section 4 of this Agreement, Executive will be entitled to receive continued Base Salary (“Salary Continuation Payments”) for 12 months following the Termination Date payable in equal installments in accordance with the Bank’s normal payroll practices, which will commence on the first regularly scheduled payroll date following the effective date of the Release (defined below). The first installment of the Salary Continuation Payments will include all amounts of Base Salary that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date.

(c)Death or Disability. This Agreement and Executive’s employment hereunder will terminate automatically on the Executive’s death during the Term, and the Bank may terminate Executive’s employment on account of Executive’s Disability. If Executive’s employment is terminated during the Term on account of Executive’s death or Disability, Executive (or Executive’s estate, legal representatives and/or beneficiaries, as the case may be) will be entitled to receive the Accrued Amounts.

(d)Change of Control Termination.  If this Agreement and Executive’s employment hereunder is terminated by Executive for Good Reason, by the Bank (or its successor) without Cause, or due to the Bank’s (or its successor’s) nonrenewal of the Agreement, in each case within 12 months following a Change of Control, then, in lieu of any payment payable to Executive under this Section 3, Executive will be entitled to receive the Accrued Amounts and, to the extent permissible under 12 U.S.C. 1828(k) and 12 C.F.R. Part 359 and subject to Executive’s compliance with Section 3(e) and Section 4, a lump sum payment (the “Change of Control Severance Payment”) equal to 2.99 times the sum of (i) Executive’s Base Salary for the calendar year immediately preceding the calendar year in which the Termination Date occurs and (ii) all other cash compensation paid by the Equity Group and received by Executive during such calendar year (but, for avoidance of doubt, not including the value of any equity-based compensation).  The Change of Control Severance Payment will be paid within 10 days following the effective date of the Release (defined below); provided that if the Release Execution Period (defined below) begins in one taxable year and ends in another taxable year, payment of the Change of Control Severance Payment will be made in the second taxable year.

(e)Release Requirement.  Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, is conditioned on Executive’s execution and delivery of a separation agreement and release of claims in favor of the Equity Group, its officers, directors, employees and agents in a form provided by the Bank (the “Release”) and such Release becoming effective and irrevocable within 60 days following the Termination Date (such 60-day period, the “Release Execution Period”).  The Release will include an affirmation of the restrictive covenants set forth in Section 4, and will be in a form and substance satisfactory to the Bank.

(f)Equity Awards.  Notwithstanding anything in this Agreement to the contrary, the treatment of any equity award held by Executive as of the Termination Date will be determined in accordance with the terms of the applicable Parent equity incentive plan and award agreement.

(g)Severance Benefits Not Includable for Employee Benefits Purposes.  Except to the extent the terms of any applicable benefit plan, policy or program provide otherwise, any

benefit programs of the Equity Group that take into account Executive’s income will exclude any and all severance benefits provided under this Agreement.

(h)Exclusive Severance Benefits.  If Executive becomes entitled to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, then such payment(s) will be in lieu of any other severance or similar benefits that would otherwise be payable under any other agreement, plan, program or policy of the Equity Group.

4.Restrictive Covenants.

(a)Confidential Information.

(i)Executive acknowledges that the business of the Equity Group is highly competitive and that the Equity Group will provide Executive with access to Confidential Information relating to the business of the Equity Group, its customers and their respective affiliates. Executive acknowledges that this Confidential Information constitutes a valuable, special, and unique asset used by the Equity Group in its business to obtain a competitive advantage over their competitors.

(ii)Executive further acknowledges that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Equity Group in maintaining its competitive position.  Executive also will have access to, or knowledge of, Confidential Information of third parties, such as actual and potential customers, suppliers, partners, joint venturers, investors, financing sources and the like, of the Equity Group.

(iii)Executive agrees that he or she will not, at any time during or after Executive’s employment or service with the Equity Group, make any unauthorized disclosure of any Confidential Information or make any use thereof except in the carrying out of Executive’s employment responsibilities hereunder. Executive also agrees to preserve and protect the confidentiality of third-party Confidential Information to the same extent, and on the same basis, as the Equity Group’s Confidential Information.

(iv)Executive understands that nothing contained in this Agreement (including, without limitation, Section 4(e)) limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (“SEC”) or other governmental agency. Executive further understands that nothing in this Agreement (including, without limitation, Section 4(d)) limits Executive’s ability to communicate with the SEC or any other governmental agency or otherwise participate in any investigation or proceeding that may be conducted by the SEC or such other agency, including providing documents or other information, without notice to any member of the Equity Group. This Agreement does not limit Executive’s right to receive an award for information provided to the SEC or any other governmental agency.

(v)Executive and the Equity Group specifically acknowledge that 18 U.S.C. § 1833(b) provides: “An individual will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is

intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, notwithstanding anything to the contrary in the foregoing, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law.

(b)Non-Solicitation of Clients and Customers. Executive agrees that during the Restricted Period, Executive will not directly or indirectly solicit, contact or call upon any current or prospective client or customer of the Equity Group with whom Executive had material contact during the course of his or her employment or service with the Equity Group for the purpose of providing banking or banking related services other than through the Equity Group. For this purpose, “material contact” exists between Executive and each current or prospective client or customer: (i) with whom Executive dealt; (ii) whose dealings with the Equity Group were coordinated or supervised by Executive; or (iii) about whom Executive obtained or had access to Confidential Information in the ordinary course of business as a result of Executive’s performance of his duties and responsibilities hereunder.

(c)Non-Solicitation of Employees. Executive agrees that during the Restricted Period, Executive will not, either directly or indirectly, call on, solicit, or induce any other employee or officer of the Equity Group whom Executive had contact with, knowledge of, or association with in the course of employment or service with the Equity Group (a “Covered Employee”) to terminate his or her employment, and will not assist any other person or entity in such a solicitation; provided, however, that the foregoing: (i) shall not apply to any Covered Employee who is no longer employed by the Equity Group or has otherwise resigned from employment with the Equity Group; (ii) shall not prohibit Executive from making a general solicitation for employment that is not targeted at any Covered Employees.

(d)Cooperation.  Executive agrees he or she will reasonably cooperate with the members of the Equity Group  with respect to any matters arising during or related to his employment, including but not limited to reasonable cooperation in connection with any litigation, governmental investigation, or regulatory or other proceeding which may have arisen or which may arise following the execution of this Agreement other than in connection with any litigation or other proceeding commenced by a member of the Equity Group against Executive and other than any litigation or other proceeding commenced by Executive against a member of the Equity Group to enforce Executive’s rights under this Agreement. As part of such reasonable cooperation, Executive shall provide information to the Equity Group and its attorneys with respect to any matter arising during or related to his or her employment, shall make himself or herself reasonably available to meet with Equity Group personnel and the Equity Group’s attorneys, and will, at the Equity Group’s reasonable request and upon reasonable notice, travel to such places as the Equity Group may specify (for which the Equity Group will reimburse Executive for his or her reasonable travel and lodging expenses). Finally, as part of such reasonable cooperation agreed to herein, Executive shall promptly notify Parent’s General Counsel, within three business days, of his or her actual receipt from any third party or governmental entity of a request for testimony and/or documents, whether by legal process or otherwise, relating to any matter arising during or relating to his or her employment or directorship with any member of the Equity Group.

(e)Additional Agreements.  During the period that begins on the Effective Date and ends of the first to occur of (x) the date that is five (5) years following the Termination Date or (y) the date of a Change of Control, Executive agrees that he or she will not, without the prior

approval of the Board or in the course of his or her normal duties and responsibilities hereunder on behalf of the Equity Group, directly or indirectly: (i) engage in any solicitation of proxies or consents or become a “participant” in a contested “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of Parent; (ii) seek or submit, or encourage any person or entity to seek or submit, nomination(s) in furtherance of a “contested solicitation” for the appointment, election or removal of directors with respect to Parent or seek, encourage or take any other action with respect to the appointment, election or removal of any directors of Parent, other than a “solicitation” or acting as a “participant” in support of the nomination and election of all directors then comprising the Incumbent Board, and any individual whose election, or nomination for election to the Board, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board; (iii) make any public proposal, alone or in concert with others, to amend any provision of Parent’s certificate of incorporation or bylaws; or (iv) alone or in concert with others (A) make any proposal for consideration by stockholders of Parent at any annual or special meeting of stockholders of Parent, (B) affirmatively solicit a third party, on an unsolicited basis, to make an offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition or other business combination involving Parent, or publicly encourage or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to Parent by such third party prior to such proposal becoming public, or (E) call or seek to call a special meeting of stockholders.

(f)Non-Disparagement. Executive represents, covenants and agrees that he or she will not at any time during the Term or after the Termination Date, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or business practices of the Equity Group or any its stockholders, directors, officers, employees, as applicable, except when such statement or communication (i) is made in a full and accurate response to any question, inquiry or request for information made in connection with a legal proceeding or a government investigation, (ii) required by the Equity Group’s policies or procedures or made by Executive in the normal course of performing his or her duties on behalf of the Equity Group (including in connection with any public or regulatory filing by a member of the Equity Group), or (iii) is otherwise required by applicable law.

(g)Return of Property.  Executive agrees to deliver promptly to the Bank, upon termination of his or her employment hereunder, or at any other time when the Bank so requests, all documents and other materials (including electronically stored information) received by Executive in connection with the performance of his or her duties hereunder relating to the business of the Equity Group, including without limitation: contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any documents relating to the business of the Equity Group and all copies thereof and therefrom; provided, however, that Executive will be permitted to retain copies of any documents or materials of a personal nature or otherwise related to Executive’s rights under this Agreement, copies of this Agreement and any attendant or ancillary documents specifically including any documents referenced in this

Agreement and copies of any documents related to Executive’s equity incentive awards and other compensation.

(h)Injunctive Relief.  Executive acknowledges that a breach of any of the covenants contained in this Section 4 may result in material, irreparable injury to the Equity Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat of breach, Parent and/or the Bank will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Executive from engaging in activities prohibited by this Section 4 or such other relief as may be required to specifically enforce any of the covenants in this Section 4.  Such remedies will be in addition to all other remedies available to Parent and/or the Bank, at law and equity.

(i)Adjustment of Covenants.  The parties consider the covenants and restrictions contained in this Section 4 to be reasonable in all respects. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of application been modified, such covenant or restriction will be deemed to have been applied with such modification as would be necessary and consistent with the intent of the parties to have made it valid, enforceable and effective.

5.Proprietary Information; Inventions.

(a)Executive agrees that any and all information and data originated by Executive while employed by the Equity Group and, where applicable, by other employees or associates under Executive’s direction or supervision in connection with or as a result of any work or service performed under the terms of Executive’s employment, will be promptly disclosed to the Bank, will become the Equity Group’s property, and will be kept confidential by Executive. Any and all such information and data, reduced to written, graphic or other tangible form and any and all copies and reproduction thereof will be furnished to the Bank upon request and in any case will be returned to the Bank upon Executive’s termination of employment for any reason.

(b)Executive agrees that Executive will promptly disclose to the Bank all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Executive performs for the Equity Group.

(c)Executive agrees that he or she will assign the entire right, title and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to the Bank. Executive further agrees that Executive will, without expense to the Bank other than reimbursement of Executive’s business expenses, execute all documents and do all acts which may be necessary, desirable or convenient to enable the Bank, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

6.Notices. All notices, requests, demands and other communications required or permitted hereunder will be in writing and will be deemed to have been given upon receipt when delivered by hand or upon delivery to the address of the party determined pursuant to this Section when delivered by express mail, overnight courier or other similar method to such address or by electronic mail transmission (provided a copy is also sent by registered or certified mail or by overnight courier), or three (3) business days after deposit of the notice in the US mail, if mailed by certified or registered mail, with postage prepaid addressed to the respective party as set forth below, which address may be changed by written notice to the other party:

If to Parent or the Bank:

Equity Bank

7701 E. Kellogg, Suite 300

Wichita, Kansas 67202

Attn: CEO

E-mail: brade@equitybank.com

If to Executive, the most recent electronic mail or physical address on file with the Bank.

7.Section 280G.

(a)Notwithstanding anything in this Agreement to the contrary, in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to Executive, a calculation will be made comparing (i) the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) of the immediately preceding sentence is less than the amount calculated under clause (ii) thereof, then the Payments will be limited to the extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”).

(b)The reduction of the Payments, if applicable, will be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “Determination Firm”). For purposes of this Section 7, present value will be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 7, the “Parachute Value” of a Payment means the present value as of the date of the Change of Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(c)All determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed, whether the Payments will be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, will be made by the Determination Firm, which will provide detailed supporting calculations both to the Bank and Executive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Bank. All

fees and expenses of the Determination Firm will be borne solely by the Bank. Any determination by the Determination Firm will be binding upon the Bank and Executive.

(d)As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Determination Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive that the Determination Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive will be repaid by Executive to the appropriate member of the Equity Group together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment will be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Determination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Equity Group to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(e)To the extent requested by Executive, the Bank will cooperate with the Executive in good faith in valuing, and the Determination Firm will take into account the value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of Parent or the Bank (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

8.Section 409A of the Code.

(a)The amounts payable pursuant to this Agreement are intended to be exempt from Section 409A of the Code and related U.S. treasury regulations or official pronouncements and will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable under this Agreement is determined to be subject to Section 409A of the Code, this Agreement will be construed in a manner that will comply with Section 409A of the Code.  The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A of the Code. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment.

(b)If any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, Parent or the Bank, as applicable, will have the discretion to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary to comply with the requirements of Section 409A of the Code to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code.

(c)Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of Section 409A of the Code, then any payments and benefits under this Agreement that are subject to Section 409A of the Code and paid by reason of a termination of employment will be made or provided on the later of (i) the payment date set forth in this Agreement or (ii) the date that is the earliest of (A) the expiration of the six-month period measured from the Termination Date, or (B) the date of Executive’s death (the “Delay Period”).  Payments and benefits subject to the Delay Period will be paid or provided to Executive without interest for such delay.

Any expense reimbursement payable to Executive under the terms of this Agreement will be paid on or before March 15 of the calendar year following the calendar year in which such reimbursable expense was incurred. The amount of such reimbursements that the Bank is obligated to pay in any given calendar year will not affect the amount the Bank is obligated to pay in any other calendar year. In addition, Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits.

9.Binding Effect; Successors and Assigns. This Agreement will inure to the benefit of and be binding upon and enforceable by Executive and his estate, personal representatives, and heirs, and by Parent, the Bank and their respective successors and assigns. This Agreement and the payments hereunder may not be assigned, pledged or otherwise hypothecated by Executive. The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession had taken place. As used in this Agreement, the “Bank” will mean the Bank as herein defined and any successor to their respective business or assets which assumes this Agreement by operation of law or otherwise.

10.Entire Agreement. This Agreement is intended by the parties hereto to constitute the entire understanding of the parties with respect to the employment of Executive as an employee and officer of the Bank following the Effective Time and supersedes and replaces any prior offer letter or employment agreement by and between the Bank and Executive.

11.Withholding of Taxes. Parent and the Bank may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as Parent or the Bank, as applicable, is required to withhold pursuant to any applicable law, regulation or ruling.

12.Dispute Resolution/Agreement to Arbitrate Claims. To ensure the rapid and economical resolution of disputes that may arise in connection with Executive’s employment with Parent and the Bank, Executive, Parent and the Bank agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, Executive’s employment with Parent or the Bank, or the termination of Executive’s employment from Parent or the Bank, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1, et seq. and to the fullest extent permitted by law, by final, binding and confidential arbitration, provided that neither party may initiate arbitration until 30 days after

mediation with a mediator agreed upon by the parties, and where mediation does not result in resolution of the dispute.

  1. Except as provided below, Parent, the Bank and Executive agree that confidential arbitration is the exclusive, final and biding method for resolving all such claims

(a)Claims Covered By this Agreement. Disputes that are subject to arbitration under this Agreement include, but are not limited to, claims for wages or other compensation due, including claims for overtime; meal or rest break claims; claims for breach of any contract or covenant (express or implied); tort claims, including, but not limited to claims for defamation, intentional infliction of emotional distress, invasion of privacy, and all negligence-based claims; personal injury claims; claims for discrimination, harassment and/or retaliation in employment including, but not limited to claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Sarbanes-Oxley Act, all as they may have been amended from time to time, claims for misclassification, and claims for violation of common law or any other federal, state, or local laws relating to employment or separation from employment or benefits associated with employment or separation for employment.

(b)Claims Not Covered By this Agreement. Claims for workers’ compensation, unemployment insurance, and claims for injunctive relief are not covered by this Agreement. Nothing in this Agreement is intended to prevent Executive from filing an administrative claim with the Equal Employment Opportunity Commission. Moreover, Executive, Parent or the Bank may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and/or enforce and arbitration award.

(c)Arbitration Rules and Procedures. The arbitration is to be conducted in or near Wichita, Kansas by JAMS, Inc. (“JAMS”) or its successors before a mutually selected single neutral arbitrator, under JAMS’ then applicable rules and procedures for employment disputes (which will be provided to Executive upon request); provided that the arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s essential findings and conclusions on which the award was based and a statement of the award. Executive, Parent and the Bank each shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Questions of whether a claim is subject to arbitration under this Agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. To the maximum extent permitted by applicable law, all claims, disputes, or causes of action under this section, whether by Executive, Parent or the Bank, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. EACH OF EXECUTIVE, PARENT AND THE BANK ACKNOWLEDGE THAT BY AGREEING TO THIS ARBITRATION PROCEDURE, THEY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE THROUGH A TRIAL BY JURY OR JUDGE OR ADMINISTRATIVE PROCEEDING. The Bank shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law (that is, costs that are unique to arbitration) and shall pay the arbitrator’s fee. Each party shall pay the fees of its attorneys, the expenses of its

witnesses, and any other costs and expenses that the party incurs in connection with the arbitration; provided that an arbitrator may award attorneys’ fees to the prevailing party, if the arbitrator determines in its sole discretion that such an award is permitted by applicable law. Any dispute as to whether a cost is unique to arbitration will be exclusively resolved by the arbitrator. Each of Executive, Parent and the Bank have the right to be represented by legal counsel at any arbitration proceeding. The arbitration proceedings will be confidential to the extent permitted by law. Executive, Parent and the Bank will maintain all information and documents exchanged in connection with and in the course of the arbitration as confidential, except to the extent the disclosure of such information or documentation is necessary to enforce any award or challenge any award as permitted by the applicable law.

(d)No Change in At-Will Employment. This agreement to arbitrate claims is not a contract of employment, expressed or implied, and Executive, Parent and the Bank acknowledge that Executive’s employment is at-will and that this agreement does not change the “at-will” status of Executive’s employment subject to the Bank’s obligations under Sections 3 (b) and (d). EACH OF EXECUTIVE, PARENT AND THE BANK ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE TERMS OF SECTION 12, AGREEMENT TO ARBITRATE CLAIMS, AND AGREE TO BE BOUND BY ITS TERMS.

14.Amendments. This Agreement may not be amended or modified except in writing signed by both parties.

15.Right to Setoff. The Bank may, to the extent permitted by applicable law, deduct from and setoff against any amounts payable by the Bank to Executive under this Agreement or otherwise such amounts as may be owed by Executive to the Bank, although the Executive shall remain liable for any part of Executive’s payment obligation not satisfied through such deduction and setoff. By signing this Agreement, Executive agrees to any deduction or setoff under this Section 15, to the maximum extent permitted by law.

16.Waivers. The failure of either party to insist upon the strict performance of any provision hereof will not constitute a waiver of such provision. All waivers must be in writing.

17.Future Employers. The Bank may notify anyone employing Executive or evidencing an intention to employ Executive as to the existence and provisions of this Agreement and may provide any such person or organization a copy of this Agreement. Executive agrees that for a period equal to the Restricted Period after Executive’s termination of employment for any reason, Executive will provide the Bank the identity of any employer Executive goes to work for along with Executive’s job title and anticipated job duties with any such employer.

18.Governing Law. This Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the laws of the State of Kansas, excluding its conflicts of laws.

19.Severability. In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement will not be affected thereby.

20.Definitions. For purposes of this Agreement:

(a)“Cause” means any of the following acts or omissions by Executive: (i) any act or omission requiring the Bank to terminate Executive in order to comply with Section 19 of the

Federal Deposit Insurance Act, 12 USC Section 1829(a), (ii) the commission of a felony or any other crime involving moral turpitude or the pleading of nolo contendere to any such act, (iii) the commission of any act or acts of dishonesty when such acts are intended to result or result, directly or indirectly, in gain or personal enrichment of Executive or any related person or affiliated company and are intended to cause harm or damage to any member of the Equity Group, (iv) the illegal use of controlled substances, (v) the misappropriation or embezzlement of assets of any member of the Equity Group, (vi) the breach of any material term or provision of this Agreement, (vii) a knowing and willful violation of a material business directive of the Direct Supervisor that is not remedied within a reasonable period after receipt of written notice from the Direct Supervisor, who may determine the reasonable cure period in such written notice; (viii) continuing or habitual drug or alcohol use that materially interferes with the performance of Executive’s duties and responsibilities; or (ix) failure or refusal by Executive to substantially perform his or her duties to the reasonable satisfaction of the Direct Supervisor.  The Bank may place Executive on paid leave for up to 60 days while it is determining whether there is a basis to terminate the Executive's employment for Cause. Any such action by the Bank will not constitute Good Reason.

(b)“Change of Control” means the occurrence, after the Effective Date, of any event described in (i), (ii) or (iii) below.

(i)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then-outstanding equity interests of Parent (the “Outstanding Company Equity”) or (B) the combined voting power of the then-outstanding voting securities of Parent entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 19(b)(i), the following acquisitions will not constitute a Change of Control: (1) any acquisition directly from Parent, (2) any acquisition by Parent, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Parent, the Bank, or any of their respective affiliates, or (4) any acquisition by any corporation or other entity pursuant to a transaction that complies with Section 19(b)(iii)(X), Section 19(b)(iii)(Y), or Section 19(b)(iii)(Z);

(ii)Any time at which individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Parent’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii)Consummation of (A) a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Parent or any of its subsidiaries, (B) a sale or other disposition of assets of Parent that have a total gross fair market value (i.e., determined without regard to any liabilities associated

with such assets) equal to or more than 75% of the total gross fair market value of all of the assets of Parent immediately prior to such sale or other disposition, or (C) the acquisition of assets or equity interests of another entity by Parent or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (X) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Equity and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding equity interests and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or equivalent body of the entity resulting from such Business Combination (including, without limitation, a corporation or other entity that, as a result of such transaction, owns Parent or all or substantially all of Parent’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Equity and the Outstanding Company Voting Securities, (Y) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of Parent or such other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then-outstanding equity interests of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (Z) at least a majority of the members of the board of directors of the corporation or equivalent body of any other entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

(c)“Code” means the Internal Revenue Code of 1986, as amended.

(d)“Confidential Information” means and includes the Equity Group’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information regarding customers, employees, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Equity Group’s relationship with that customer); pricing strategies and price curves; plans and strategies for expansion or acquisitions; budgets; customer lists; research; financial and sales data; trading terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Equity Group; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

(e)“Direct Supervisor” means the individual identified on Appendix A.

(f)“Disability” means the inability of Executive to perform the essential functions of his position with or without reasonable accommodation by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(g)“Good Reason” means a termination of employment by Executive due to the occurrence of one (1) or more of the following events which are not corrected within thirty (30) days after receipt of written notice from Executive to the Board:

(i)A material adverse change in Executive’s status, title, position or responsibilities (including reporting responsibilities) with the Bank;

(ii)Assignment to Executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of Executive with the Bank;

(iii)A material reduction in Executive’s Base Salary;

(iv)The requiring of Executive to relocate his or her principal business office to any place outside a thirty (30) mile radius from Executive’s current place of employment in Wichita, Kansas (reasonable required travel on Equity Group business will not constitute a relocation of Executive’s principal business office); or

(v)A material breach of any provision of this Agreement which is not timely corrected by Parent or the Bank, as applicable, upon thirty (30) days prior written notice from Executive;

provided, however, that Executive must provide notice to the Board within ninety (90) days of obtaining knowledge of any of the events listed above and Executive must terminate his or her employment no later 90 days from the date of the occurrence of any of the foregoing events in order for such termination to be deemed a termination for Good Reason.

(h)“Restricted Area” means, as of any given date, any county in which the Bank has a physical location or has taken material steps to establish a physical location, and any county that is contiguous to any such county.

(i)“Restricted Period” means the period that begins on the Effective Date and ends twelve (12) months following the Termination Date.

21.Survival.  Provisions of this Agreement will survive any termination of Executive’s employment if so provided or if necessary or desirable to fully accomplish the purposes of the other surviving provisions, including, without limitation, the obligations of Executive under Section 4 and the obligations of the Bank under Sections 3,

22.Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or e-mail), each of which is deemed an original, but which together will constitute one and the same instrument.

23.Section Headings; Construction. The section headings used in this Agreement are included solely for convenience and will not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” will mean “including, without limitation.”

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EQUITY BANK
By: /s/ Brad S. Elliott
Name: Brad S. Elliott
Title: Chairman/CEO
EXECUTIVE
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/s/ Brett A. Reber
Brett A. Reber
For the limited purposes set forth herein:<br><br><br>EQUITY BANCSHARES, INC.
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By: /s/ Brad S. Elliott
Name: Brad S. Elliott
Title: Chairman/CEO

APPENDIX A

Other Compensation and Benefits

A Country Club Membership. During the Term, the Bank will pay Executive's reasonable membership expenses (including fees, dues and related expenses) at such country club or clubs as approved by the Board (or a committee thereof). Reimbursements for such membership dues shall be paid monthly following Executive’s submission of evidence, satisfactory to the Bank, of the membership dues incurred.
B. Vacation, Paid Time Off. One hundred sixty (160) hours of paid vacation per calendar year (prorated for partial calendar year) to be used in accordance with the Bank’s vacation policies, as in effect from time to time, and as may be modified.  Executive will receive other paid time off in accordance with the Bank’s policies for senior management as such policies may exist from time to time, and as may be modified.
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C. Company Car.   Executive shall be provided a Company car selected by his/her Direct Supervisor.
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D. Direct Supervisor.  Brad Elliott, Chairman/CEO.
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18

eqbk-ex311_8.htm

Exhibit 31.1

CERTIFICATION

I, Brad S. Elliott, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Equity Bancshares, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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November 8, 2021

/s/ Brad S. Elliott
Brad S. Elliott
Chairman and Chief Executive Officer

eqbk-ex312_7.htm

Exhibit 31.2

CERTIFICATION

I, Eric R. Newell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Equity Bancshares, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---

November 8, 2021

/s/ Eric R. Newell
Eric R. Newell
Executive Vice President and Chief Financial Officer

eqbk-ex321_6.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this report of Equity Bancshares, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brad S. Elliott, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
--- ---
EQUITY BANCSHARES, INC.
--- ---
November 8, 2021 /s/ Brad S. Elliott
Brad S. Elliott
Chairman and Chief Executive Officer

eqbk-ex322_9.htm

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this report of Equity Bancshares, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric R. Newell, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
--- ---
EQUITY BANCSHARES, INC.
--- ---
November 8, 2021 /s/ Eric R. Newell
Eric R. Newell
Executive Vice President and Chief Financial Officer

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