EX-99.2 4 d943138dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 NYSE: EQBK Merger with NBC Corp. of Oklahoma April 2, 2025


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Transaction Rationale • Further expands EQBK’s presence in vital Oklahoma markets, including OKC nd • Oklahoma becomes EQBK’s 2 largest deposit market STRATEGIC • More C&I Lending with lower CRE exposure • Core funded with low-cost deposits (84% Loan/Deposits) • Compelling EPS accretion – low double-digit w/ fully realized cost savings • TBV earn-back within 3 years FINANCIAL • Enhances EQBK’s key performance ratios • EQBK excess capital remains in-place; ready to deploy • Comprehensive diligence completed • No branch closures, low integration challenges LOW RISK • NBC has proven history of strong asset quality, low NCOs over long-cycles • High cultural fit: management & professionals, lending disciple, risk appetite 2


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Combined Company Profile 1 Pro Forma Balance Sheet Highlights ( a t Clo s e ) $6.4B $4.3B $5.3B Total Assets Total Loans Total Deposits 9.2% 13.4% 16.2% TCE/TA CET 1 TRBC Pro Forma Footprint #9 1.58% $1.3B Oklahoma Deposit Market Total Deposits 2 2 KANSAS Market Rank Share MISSOURI COMBINED OKLAHOMA EQUITY nd 15 BANK 2 ACROSS LARGEST NBC OKLAHOMA ARKANSAS OKLAHOMA MARKET OKLAHOMA 1) Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma reconciliations. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer Forward Looking Statements and slide 8 for key financial assumptions. 2) Source: S&P Global Market Intelligence, Deposit Market data as of 6/30/24. Market rank is based on counties with a EQBK / NBC physical presence 3


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK NBC Oklahoma | Overview Overview Total Assets Loans / Deposits (%) Parent Name NBC Corp. of Oklahoma Company Name NBC Oklahoma $906 83.5% Headquarters Oklahoma City, OK $899 76.8% $895 73.7% 73.7% Year Established 1933 Number of Offices 7 $906M $816M Total Assets Total Deposits $841 Profitable franchise with strong liquidity (1) and 89% core deposits Exemplary credit underwriting with history of NCO’s / Avg. Loans, averaging 0.10% over last decade 2021 2022 2023 2024 2021 2022 2023 2024 Branch Map Net Interest Margin (%) NCOs / Average Loans (%) 4.02% 3.65% 3.55% 3.48% 0.15% 0.06% 0.05% 0.05% 2021 2022 2023 2024 2021 2022 2023 2024 Source: S&P Global Market Intelligence, data per bank level regulatory filings 4 1) Core deposits defined as total deposits less jumbo time and brokered deposits


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Oklahoma City | Market Overview th th • Ranking 10 in deposit market share within Oklahoma City and 19 in the broader OKC MSA MARKET• Oklahoma City has a vibrant and growing economy, one of just 14 cities in the U.S. to gain over 100,000 residents DEMOGRAPHICS over the last decade • Over $5 billion worth of new investments within Oklahoma in 2024, projected to create over 5,000 new jobs (1) Population Growth 2025-2030 (%) Median HHI Growth(%) 9.28% 4.66% 8.82% 2.40% NBC Oklahoma National NBC Oklahoma National Companies Headquartered & Largest Employers in Oklahoma City Source: S&P Global Market Intelligence, Greater Oklahoma City Economic Development; Oklahoma Commerce 5 1) Deposit weighted by county


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Our Combined Markets Kansas Missouri Arkansas Market Rank #8 Market Rank #7 Market Rank #9 Deposits $2.5B Deposits $1.1B Deposits $317M Deposit Market Share 3.80% Deposit Market Share 1.89% Deposit Market Share 2.72% Oklahoma #9 1.58% $1.3B Oklahoma Deposit Market Total Deposits Market Rank Share COMBINED nd 2 15 LARGEST LOCATIONS MARKET 6 Source: S&P Global Market Intelligence, Deposit Market data as of 6/30/24. Market rank is based on counties with a EQBK / NBC physical presence.


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Pro Forma Loan & Deposit Composition Consumer and Other 2% Consumer and Other C&I 3% Agri. Consumer C&I Agri. 4% 21% and Other 19% C&I 2% 1% 29% Agri. Ag RE Ag RE 11% 7% 8% Ag RE $682M $3.5B $4.2B 6% LOANS Yield: 6.68% Yield: 7.15% Yield: 7.07% Res RE Res RE Res RE 16% 16% 15% CRE CRE CRE 37% 52% 50% (1) PRO FORMA NIB Demand NIB Demand 23% NIB Demand 30% IB Demand 22% IB Demand 27% 27% IB Demand $816M $4.4B DEPOSITS $5.2B 26% Time Time Cost: 2.07% Time Cost: 2.44% Cost: 2.00% 17% 17% 19% Savings Savings & MM & MM Savings & MM 35% 25% 33% Note: EQBK Loan and Deposit Data per GAAP filings; NBC Oklahoma Loan and Deposit Data per bank level regulatory filings; Yields/Costs per most recent quarter 7 1) Excludes purchase accounting adjustments; Estimated as of 12/31/2024


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Transaction Overview & Assumption • EQBK to acquire 100% of NBC Corp. of Oklahoma EXPECTED • Estimated cost savings of approximately 34.5% of • NBC Oklahoma to merge into Equity Bank COST NBC’s non-interest expense • Merger consideration consisting of stock and cash SAVINGS• Phased-in 50% in 2025 and 100% in 2026 TRANSACTION • Stock: 3.219x shares of EQBK for each NBC STRUCTURE share • Cash: $19.1 million in total cash MERGER• Approximately $9.1 million of pre-tax merger consideration CHARGES charges (1) • Total deal value of approximately $86.9 million (2) • Price to Adj. Tangible Book Value: 1.45x PRICING (3) • Price to 2024 Adjusted Earnings: 13.0x • 1.11% or ~$7.6 million gross loan credit mark (4) • Adj. Core Deposit Premium: 4.0% • 40% attributable to PCD loans FAIR VALUE • 60% attributable to Non-PCD loans MARKS • Establish new reserve equal to 1.0x non-PCD PRO FORMA • Approximately 91% EQBK / 9% NBC • 1.17% loan interest rate mark or $7.9 million OWNERSHIP • Ken Fergeson, Chairman of NBC, former Chairman CORE GOVERNANCE of the American Bankers Association and largest (5) DEPOSIT• 1.90% core deposit intangible, or $12.5 million & shareholder of NBC will be appointed to EQBK’s INTANGIBLE MANAGEMENT board • Key NBC operators to be retained OTHER • Projected NBC earnings adjusted for S-Corp to C- KEY APPROVALS & • Customary regulatory approvals Corp transition at 20% tax rate ASSUMPTIONS CLOSING• Modeled close on June 30, 2025 CAPITAL • Remain well-capitalized based on all regulatory OPERATION &• NBC Oklahoma to convert and integrate into Equity RATIOS capital ratios CONVERSION bank in the third quarter of 2025 1) Based on EQBK spot price of $39.21 as of 4/1/2025 2) Based on NBC stated consolidated equity as of 12/31/2024, adjusted for dividend of cash and certain assets at net book value and reversal of certain accrued liabilities ($3.8M) 3) NBC consolidated 2024 earnings adjusted for S-Corp to C-Corp transition at 20% tax rate 4) Core deposit premium equal to aggregate transaction value minus NBC tangible common equity, adjusted for dividend of cash and certain assets at net book value and reversal of certain accrued liabilities ($3.8M), as 8 a percentage of core deposits. Core deposits defined as total deposits less time deposits greater than $100,000 5) Core deposits defined as total deposits less time deposits


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Compelling Pro Forma Financial Impact Earnings Impact 4.6% 12.5% 2025E EPS Impact 2026E EPS Impact Tangible Book Value Impact (5.0)% <3 Years Tangible Book Value Tangible Book Value Dilution Earnback Pro Forma Consolidated Capital at Close 9.2% 10.9% Tangible Common Equity / Leverage Ratio Tangible Assets 13.4% 16.2% Common Equity Tier 1 Total Risk-based Capital Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma reconciliations. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer Forward Looking Statements and slide 8 for key financial assumptions. 9


COMPANY PROFILE


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Equity Bancshares, Inc.| NYSE: EQBK Overview $5.3B $3.5B $4.4B $687M 1 Assets Loans Deposits Market Cap 9.95% 14.51% 18.07% WICHITA 2 TCE/TA CET 1 TRBC Headquarters Success in Executing Strategic Acquisitions - core competency $5.3B 26.6% C o m p o u n d A n n u a l 3 G r o w t h R a t e $1.6B SCALE DENSITY $380M GROWTH 12 2-5 4 START-UP B a n k A c q u i s i t i o n s A c q u i s i t i o n s o ve r B a n k A c q u i s i t i o n s 4 A c q u i s i t i o n s S I N CE I P O N e a r Ho r i zo n 2008 2015 2024 2002 IPO 1) Market Cap as of 4/1/2025 2) Non-GAAP Financial Measure. Refer to the Non-GAAP reconciliation at the end of this presentation 11 3) Compound Annual Growth Rate since EQBK was founded in 2002


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Leadership Team Brad Elliott Rick Sems Equity Bancshares, Inc. Chairman & CEO Equity Bank CEO Years in Banking: 36 Years in Banking: 25 Founded Equity Bank in 2002 Announced as Equity Bank CEO in May 2024. Joined Equity Bank as 2018 EY Entrepreneur of the Year National Finalist President in May 2023. Prior to joining, Rick served as Chief Banking 2014 Most Influential CEO, Wichita Business Journal Officer of First Bank in St. Louis and President & CEO of Reliance Bank Chris Navratil Julie Huber Chief Financial Officer Chief Operating Officer Years in Banking: 14 Years in Banking: 35 Announced as Chief Operating Officer in May 2024. Served in variety of Promoted to Chief Financial Officer in August 2023. Previously served as leadership roles in her time at Equity Bank including overseeing our Bank CFO and prior to Equity, spent 7 years within the Financial operations, HR, compliance functions and sales and training, and as Institution Audit Practice with Crowe LLP managed the integration process for each acquisition. Brett Reber Kryzsztof Slupkowski Chief Credit Officer General Counsel Years in Law: 37 Years in Banking: 12 Prior to joining Equity Bank, he served as Managing Member of the Promoted to Chief Credit Officer in September 2023. Served as Metro Market CCO since 2018, previously served in various credit function at Wise & Reber, L.C. law firm. Brett has practiced corporate and business law for over 30 years. Commerce Bancshares. David Pass Ann Knutson Chief Information Officer Chief Human Resources Officer Years in Banking: 24 Years in Banking: 17 Previously served in IT leadership positions at UMB Financial Previously served in human resource leadership positions at Bank Five Corporation and CoBiz Financial. Nine and Summit Credit Union 12


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Our Value Proposition Organic Growth Our guiding principles and Strategic Mergers & Acquisitions commitment to entrepreneurial spirit Disciplined Credit Standards are part of our longstanding framework for Effective Balance Sheet & Capital Management delivering shareholder value EPS & Tangible Book Value Growth 13


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Record of M&A Execution American Community Eastman City Bank & Kansasland Rockhold First Ind. Prairie State Cache Kansas Bank Adams Dairy Almena State State First National Trust Bancshares, Bancorp. Corp. Bancshares Holdings, Inc. Corporation Bancshares Bank Bancshares, Bancshares Bancshares Company Inc. Inc. Total Assets $135 $463 $147 $261 $325 $322 $111 $157 $71 $781 $406 $52 ($m) Ann. Date 7/28/2015 7/14/2016 10/20/2016 7/17/2017 7/17/2017 12/18/2017 12/18/2017 6/12/2018 10/23/2020 5/17/2021 12/6/2023 4/22/2024 Days to 1 73 119 141 116 116 137 137 72 N/A 137 65 70 Close Days to At Close At Close At Close At Close At Close At Close At Close 126 85 At Close 157 124 Convert PRICING MULTIPLES P / TBV 1.05x 1.53x 1.40x 1.76x 1.77x 1.41x 1.53x 1.41x N/A 1.11x 1.27x NM Core Deposit 0.8% 6.7% 6.6% 9.8% 11.0% 6.3% 7.7% 6.1% 1.0% 1.2% 2.8% NM Premium TRANSACTION IMPACT EPS Impact 11% 26% 5% 9% 7% 3% 1% 5% 2% 16% 12% 1% TBV Impact Accretive (9%) (1%) (3%) (2%) (2%) (1%) (2.8%) Accretive (3.7%) (3.4%) (0.03%) TBV Bargain Bargain 3.5 yrs 1.4 yrs 2.8 yrs 2.8 yrs 2.8 yrs 2.7 yrs 2.8 yrs 2.9 yrs 1.3 yrs 0.3 yrs Earnback Purchase Purchase Note: Transaction impact assumes cost savings are fully realized 14 1) FDIC deal closed on date of announcement.


APPENDIX


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Comprehensive Due Diligence • Thorough review of key operating areas of the bank over multiple weeks • Carried out by EQBK team members and leadership across multiple verticals, with deep acquisition and integration experience • Detailed credit review PROCESS OVERVIEW• Analysis of loan portfolio performance and key characteristics • Focus on underwriting philosophy and credit culture • 100% coverage of total loans with relationships of $1M or greater • 100% coverage of classified/non-performing/special mentions Due Diligence Scope Credit Quality Financial & Accounting Commercial Lending Operations Information Technology Risk Management Treasury Audit Regulatory Legal Human Resources Compliance 16


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Goodwill and TBV Reconciliation Goodwill Reconciliation $ in Millions At Close TBV Reconciliation $ in Millions At Close EQBK Common Equity 620.0 Total Consideration $86.9 Less: Goodwill and Intangibles (66.9) NBC Common Equity 68.0 EQBK Tangible Common Equity $553.1 Less: Pre-Deal Adjustments (3.8) Less: Deal Charges Attributable to NBC (4.3) Merger Adjustments NBC Tangible Common Equity $59.9 Stock Consideration to NBC 67.8 FMV Adjustments Goodwill (23.7) CDI (12.5) Loan Rate Mark (7.9) Deal Charge (3.4) Loan Credit Mark (7.6) CECL (3.6) Reversal of ALLL 7.6 Pro Forma Tangible Common Equity $577.6 Other Rate Related Marks (0.5) Total FMV Adjustments ($8.5) EQBK Standalone Shares Outstanding 17.4 Deferred Tax Assets / (Liability) 1.7 EQBK Standalone TBV per Share $31.75 NBC Adjusted TBV 53.2 Pro Forma Shares Outstanding 19.1 Implied Premium 33.8 Pro Forma TBV per Share $30.16 Premium Allocation TBVPS Accretion / (Dilution) ($) ($1.59) Core Deposit Intangible 12.5 TBVPS Accretion / (Dilution) (%) (5.0%) Deferred Tax Asset / (Liability) (2.5) Pro Forma Tangible Assets $6,255.3 Net CDI Allocation 10.0 Pro Forma TCE/TA 9.2% Goodwill Allocation $23.7 Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma reconciliations. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer Forward Looking Statements and slide 8 for key financial assumptions. 17


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Pro Forma Earnings Reconciliation Illustrative Earnings Accretion (assumes 6/30/25 close) ($ in Millions) 2025E 2026E (1) EQBK Earnings 64.7 71.6 NBC Earnings 4.1 8.5 Combined Earnings $68.8 $80.1 After-Tax Merger Adjustments Cost Savings 1.9 7.9 Accretion of Rate Related Marks 1.0 1.7 Accretion of Non-PCD Mark 0.7 1.3 CDI Amortization (0.9) (1.7) Opportunity Cost of Cash (0.5) (0.9) Total Merger Adjustments $2.2 $8.3 Pro Forma Earnings $71.01 $88.36 Standalone EQBK Diluted Shares Outstanding 17.7 17.7 EQBK Standalone Earnings per Share $3.66 $4.05 Pro Forma Diluted Shares Outstanding 18.5 19.4 Pro Forma Earnings per Share $3.83 $4.56 Pro Forma EPS Accretion ($) $0.17 $0.50 Pro Forma EPS Accretion (%) 4.6% 12.5% Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma reconciliations. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer Forward Looking Statements and slide 8 for key financial assumptions. 18 1) Earnings per Street Consensus Estimates


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Non-GAAP Reconciliation CALCULATIONS OF TANGIBLE COMMON EQUITY AND RELATED MEASURES ($ in thousands, except per share data) QUARTER ENDED December 31, September 30, June 30, March 31, December 31, 2024 2024 2024 2024 2023 Total stockholder's equity $592,918 $504,038 $461,435 $456,776 $452,860 Less: goodwill 53,101 53,101 53,101 53,101 53,101 Less: core deposit intangibles, net 14,969 16,029 16,636 17,854 7,222 Less: mortgage servicing rights, net 0 0 25 50 75 Less: naming rights, net 957 968 979 989 1,000 Tangible Common Equity $523,891 $433,940 $390,694 $384,782 $391,462 Common shares outstanding at period end 17,419,858 15,288,309 15,200,194 15,327,799 15,428,251 Diluted common shares outstanding at period end 17,636,843 15,497,446 15,358,396 15,469,531 15,629,185 Book value per common share $34.04 $32.97 $30.36 $29.80 $29.35 Tangible book value per common share $30.07 $28.38 $25.70 $25.10 $25.37 Tangible book value per diluted common share $29.70 $28.00 $25.44 $24.87 $25.05 Total assets $5,332,047 $5,355,233 $5,245,517 $5,239,036 $5,034,592 Less: goodwill 53,101 53,101 53,101 53,101 53,101 Less: core deposit intangibles, net 14,969 16,029 16,636 17,854 7,222 Less: mortgage servicing rights, net 0 0 25 50 75 Less: naming rights, net 957 968 979 989 1,000 Tangible assets $5,263,020 $5,285,135 $5,174,776 $5,167,042 $4,973,194 Total stockholders' equity to total assets 11.12% 9.41% 8.80% 8.72% 8.99% Tangible common equity to tangible assets 9.95% 8.21% 7.55% 7.45% 7.87% 19


Equity Bancshares, Inc. | Merger Investor Presentation NYSE: EQBK Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect the current views of the management of Equity Bancshares, Inc. (“Equity,” “we,” “us,” “our,” “the company”) with respect to, among other things, future events and Equity’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Equity’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Equity’s control. Accordingly, Equity cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Equity believes 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. Factors that could cause actual results to differ materially from Equity’s expectations include competition from other financial institutions and bank holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; the possibility that the expected benefits related to the proposed transaction may not materialize as expected; the proposed transaction not being timely completed, if completed at all; prior to the completion of the proposed transaction, the business of NBC experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities, difficulty retaining key employees; the ability to obtain regulatory approval of the NBC transactions; and the ability to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all. The foregoing list of factors is not exhaustive. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Equity’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025, and any updates to those risk factors set forth in Equity’s subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. If one or more events related to these or other risks or uncertainties materialize, or if Equity’s underlying assumptions prove to be incorrect, actual results may differ materially from what Equity anticipates. 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 Equity does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. 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, Equity cannot assess the impact of each factor on Equity’s 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 presentation are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Equity or persons acting on Equity’s behalf may issue. NON-GAAP FINANCIAL MEASURES This presentation contains certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non-GAAP financial measures to GAAP financial measures are provided at the end of this presentation. Numbers in the presentation may not sum due to rounding. NO OFFER OR SOLICITATION This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 20


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