EX-99.2 4 eqbk-ex99_2.htm EX-99.2 EX-99.2

Exhibit 99.2

 

SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

 

 

The following unaudited pro forma condensed consolidated combined financial information of Equity Bancshares, Inc. ("Equity") as of and for the year ended December 31, 2025, is presented to show the impact on Equity’s historical financial position and results of operations of:

• the merger; and

 

• the issuance of common stock of Equity to Frontier Holdings, LLC ("Frontier") unitholders and the cash consideration to be paid to Frontier unitholders in connection with the merger.

 

As a result of the merger, Frontier unitholders were entitled to receive an aggregate of 2,220,000 shares of Equity common stock and aggregate cash of approximately $32,500,000, subject to downward adjustment as described in the merger agreement. The calculation of the aggregate merger consideration assumes that no cash is paid in lieu of issuing fractional shares of Equity common stock and that no downward adjustment was made as described in the merger agreement:

• a closing price of Equity common stock of $44.65, which was the closing price of Equity common stock on December 31, 2025, the close price on the date immediately preceding the closing of the transaction; and

• Frontier’s consolidated capital, surplus and retained earnings accounts less all intangible assets and Frontier merger costs prior to the closing was greater than $99,416,508.

 

The unaudited Pro Forma Condensed Consolidated Combined Balance Sheet reflects the historical position of Equity and Frontier as of the most recent fiscal year end for each (see Note (a) to Notes Pro Forma Condensed Consolidated Combined Financial Statements below), with pro forma adjustments based on the assumption that the merger was completed on December 31, 2025. The pro forma adjustments are based on the acquisition method of accounting. The unaudited Pro Forma Condensed Consolidated Combined Statements of Income assume that the merger was completed on January 1, 2025. The adjustments are based on information available and certain assumptions that Equity believes are reasonable. The pro forma does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions among other factors. The final allocation of the purchase price for Frontier between stockholders’ equity and goodwill will be determined after the merger is completed and after completion of thorough analyses to determine the fair values of Frontier’s tangible and identifiable intangible assets and liabilities as of the date the merger is completed. Any change in the fair value of the net assets of Frontier will change the amount of the purchase price allocable to goodwill. Further, changes that would affect stockholders’ equity at Frontier, such as net income from December 31, 2025 through the date the merger is completed, will also change the amount of goodwill recorded. In addition, the final adjustments may be different from the unaudited pro forma adjustments presented in this filing.

The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of Equity and the related notes included in Equity’s Annual Report on Form 10-K for the year ended December 31, 2025, and (ii) the historical audited consolidated financial statements of Frontier and the related notes included in Exhibit 99.1 to this Form 8-K.

 

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

 

 

 

 


Exhibit 99.2

 

 

Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet

As of December 31, 2025

(Dollars in thousands)

 

ASSETS

 

Equity

Historical

 

Frontier

Historical (a)

 

Pro Forma

Adjustments

 

Pro Forma

Combined

Cash and due from banks

$

 607,562

$

 11,021

$

 (43,520)

(b) $

575,063

Federal funds sold

 

255

 

 

 

255

Cash and cash equivalents

 

607,817

 

11,021

 

(43,520)

 

575,318

Interest-bearing time deposits in other

banks

 

 

575

 

 

100

 

 

 

 

675

Investment securities

 

1,035,816

 

84,260

 

 

1,120,076

Loans held for sale

 

1,392

 

903

 

 

2,295

Loans held for investment

 

4,198,180

 

1,289,866

 

(25,662)

(c)

5,462,384

Allowance for loan losses

 

(52,756)

 

(14,492)

 

(d)

(67,248)

Loans, net

 

4,145,424

 

1,275,374

 

(25,662)

 

5,395,136

Other real estate owned, net

 

5,388

 

 

 

5,388

Premises and equipment, net

 

136,720

 

3,407

 

 

140,127

Bank owned life insurance

 

148,301

 

 

 

148,301

Federal Reserve Bank and Federal Home

Loan Bank stock

 

 

34,053

 

 

6,908

 

 

 

 

40,961

Interest receivable

 

33,322

 

10,902

 

 

44,224

Goodwill

 

82,101

 

15,213

 

14,053

(e)

111,367

Core deposit intangible, net

 

21,634

 

 

11,000

(f)

32,634

Other assets

 

120,629

 

12,288

 

9,127

(g)

142,044

Total assets

$

 6,373,172

$

 1,420,376

$

 (35,002)

$

7,758,546

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’

EQUITY

Non-interest-bearing deposits

$

1,148,409

$

94,637

$

$

1,243,036

Interest-baring transaction and savings

 

3,004,987

 

441,912

 

 

3,446,899

Time deposits

 

984,868

 

558,919

 

(4,542)

(h)

1,539,245

Total deposits

 

5,138,264

 

1,095,468

 

(4,542)

 

6,299,190

Federal funds purchased and retail

repurchase agreements

 

 

39,864

 

 

 

 

 

 

39,864

Federal Home Loan Bank advances

 

300,000

 

170,280

 

(1,309)

(i)

468,971

Back stock loan

 

 

18,618

 

(401)

(j)

18,217

Subordinated debentures

 

98,145

 

 

 

98,145

Contractual obligations

 

10,208

 

 

 

10,208

Interest payable and other liabilities

 

54,637

 

16,944

 

 

71,581

Total liabilities

 

5,641,118

 

1,301,310

 

(6,252)

 

6,936,176

Stockholders’ equity

 

 

 

 

 

 

 

 

Common stock

 

249

 

 

22

(k)

271

Additional paid-in capital

 

664,906

 

56,571

 

42,530

(k)

764,007

Retained earnings

 

205,328

 

71,418

 

(80,225)

(l)

196,521

Accumulated other comprehensive

income(loss)

 

 

7,032

 

 

(8,923)

 

 

8,923

 

(l)

 

7,032

Treasury stock

 

(145,461)

 

 

 

(145,461)

Total stockholders’ equity

 

732,054

 

119,066

 

(28,750)

 

822,370

Total liabilities and stockholders’ equity

$

6,373,172

$

1,420,376

$

(35,002)

$

7,758,546

 

 

 


Exhibit 99.2

 

 

 

Unaudited Pro Forma Condensed Consolidated Combined Statement of Income

For the year ended December 31, 2025

(Dollars in thousands, except per share data)

 

Interest and dividend income

 

Equity

Historical

 

Frontier

Historical (a)

 

Pro Forma

Adjustments

 

Pro Forma

Combined

Loans, including fees

$

277,138

$

77,217

$

6,011

(aa) $

360,366

Securities

 

40,022

 

2,956

 

1,657

(bb)

44,635

Other interest income

 

13,675

 

688

 

 

14,363

Total interest and dividend income

 

330,835

 

80,861

 

7,668

 

419,364

Interest expense

 

 

 

 

 

 

 

 

Deposits

 

88,455

 

33,736

 

1,782

(cc)

123,973

Federal funds purchased and retail

repurchase agreements

 

 

936

 

 

692

 

 

 

 

1,628

Federal Home Loan bank advances

 

8,208

 

5,433

 

514

(dd)

14,155

Federal Reserve Bank borrowings

 

 

 

 

Bank stock loan

 

 

1,263

 

262

(ee)

1,525

Subordinated debentures

 

7,155

 

 

 

7,155

Total interest expense

 

104,754

 

41,124

 

2,558

 

148,436

Net interest income

 

226,081

 

39,737

 

5,242

 

270,928

Provision for loan losses

 

8,953

 

1,263

 

 

10,216

Net interest income after provision for

loan losses

 

 

217,128

 

 

38,474

 

 

5,110

 

 

260,712

Non-interest income

 

 

 

 

 

 

 

 

Service charges and fees

 

9,321

 

364

 

 

9,685

Debit card income

 

11,414

 

735

 

 

12,149

Mortgage banking

 

567

 

1,075

 

 

1,642

Increase in value of bank owned life

Insurance

 

 

7,717

 

 

 

 

 

 

7,717

Net gains on investment securities

Transactions

 

 

(53,174)

 

 

 

 

 

 

(53,174)

Other non-interest income

 

8,127

 

234

 

 

8,361

Total non-interest income

 

(16,028)

 

2,408

 

 

(13,620)

Non-interest expense

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

84,786

 

17,600

 

 

102,386

Net occupancy and equipment

 

15,801

 

3,359

 

 

19,160

Data processing

 

20,279

 

2,597

 

 

22,876

Professional fees

 

6,467

 

440

 

 

6,907

Amortization of core deposit intangible

 

4,503

 

 

1,962

(ff)

6,465

Other real estate owned, net

 

1,029

 

(28)

 

 

1,001

Loss on debt extinguishment

 

1,361

 

 

 

1,361

Merger expenses

 

8,065

 

 

11,020

(hh)

19,085

Other non-interest expense

 

32,429

 

3,262

 

 

35,691

Total non-interest expense

 

174,720

 

27,230

 

12,982

 

214,932

Income before income taxes

 

26,380

 

13,652

 

 (7,872)

 

32,160

Provision for income taxes

 

3,654

 

750

 

1,066

(gg)

5,470

Net income allocable to common

stockholders

 

$

 

22,726

 

$

 

12,902

 

$

 

(8,938)

 

$

 

26,690

Basic earnings per share

$

1.24

 

 

 

 

$

1.30

Weighted average shares outstanding

 

18,296,090

 

 

 

 

 

20,516,090

Diluted earnings per share

$

1.23

 

 

 

 

$

1.29

Weighted average shares outstanding

 

18,456,676

 

 

 

 

 

20,676,676

 


Exhibit 99.2

 

 

 

Notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Information

(Dollars in thousands, except per share amounts)

 

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

 

(a) Frontier has a fiscal year end of September 30. For the purposes of the disclosures as of and for the periods ended December 31, 2025 Frontier results include audited financial results as of and for the most recently completed fiscal year.

 

 

Frontier financial information includes immaterial reclassifications to align with Equity financial reporting.

 

(b) This adjustment includes the cash portion of the merger consideration of $32.5 million and pre-tax direct-incremental merger and stock issuance costs of $11.0 million ($8.8 million, after-tax).

 

(c) This adjustment represents the $25.7 million interest-rate fair value adjustments on loans.

 

(d) This adjustment represents the elimination of Frontier’s allowance offset by a $14.5 million credit adjustment on acquired loans.

 

(e) This adjustment represents the purchase price allocation for the merger, calculated as follows:

 

Issue 2,220,000 Equity shares valued at the closing price for Equity common stock on December 31, 2025

 

$

 

99,123

 

Cash merger consideration, including cash in lieu of fractional shares

 

 

32,500

Total purchase price

 

131,623

Frontier’s equity at book value

 

(119,066)

Frontier’s beginning goodwill balance

 

15,213

Allocated to loan fair value, less Frontier’s ending allowance

 

25,662

Allocated to core deposit intangibles

 

(11,000)

Allocated to time deposit fair value

 

(4,542)

Allocated to debt

 

(1,710)

Allocated to net deferred tax assets

 

(6,914)

 

Estimated goodwill from transaction

 

$

 

29,266

 

Frontier beginning goodwill balance

 

$

 

15,213

 

Net goodwill adjustment

 

$

 

14,053

 

(f) This adjustment represents the recognition of core deposit intangibles.

 

 

 

 

 

 

 

 

 

 

 


Exhibit 99.2

 

 

 

(g) This adjustment represents the impact on deferred income taxes and income tax benefits created in the accounting for the transaction, calculated as follows:

 

Loan fair value adjustments

$

25,662

Core deposit intangibles

 

(11,000)

Deposits fair value adjustments

 

(4,542)

Debt fair value adjustments

 

(1,710)

 

Subtotal of fair value adjustments

 

 

8,410

 

Calculated deferred taxes at an estimated rate of 21%

 

 

1,768

 

S Corp to C Corp adjustment at an estimated rate of 21%

 

 

5,146

 

Total deferred taxes adjustment

 

$

 

6,914

Tax effect of merger expenses (item (b) above)

 

2,213

 

 

 

 

Total Other asset adjustment

 

$

 

9,127

 

(h) This adjustment reflects interest-bearing time deposits at their estimated fair values.

(i) This adjustment reflects Federal Home Loan Bank advances at their estimated fair values.

(j) This adjustment reflects the term Bank stock loan at its estimated fair value.

 

(k) This adjustment represents the elimination of the historical equity of Frontier, net of the issuance of

2,220,000 shares of Equity common stock, par value $0.01 per share, to unitholders of Frontier. Value of the shares issued is based on the closing price for Equity common stock on December 31, 2025.

 

(l) This adjustment represents the elimination of the historical equity of Frontier, net of after-tax merger expenses.

 

 

For the Year Ended

December 31, 2025

 

(aa) Adjustment to loan interest income to reflect accretion of loan discount

from interest rate and accretable credit fair value adjustments over an

estimated 6.3 years.

 

 

$ 6,011

 

(bb) Adjustment to security interest income to reflect accretion of discount

over an expected 6 years.

 

$ 1,657

 

(cc) Adjustment to deposit interest expense to reflect the amortization of the

time deposit interest rate fair value mark over an estimated 2.5 years.

 

$ 1,782

 

(dd) Adjustment to debt interest expense to reflect the amortization of the fair

value mark on FHLB term borrowings over an estimated 2.5 years.

 

$ 514

 

(ee) Adjustment to debt interest expense to reflect the amortization of the fair

value mark on bank stock term borrowings over an estimated 1.5 years.

 

$ 262

 

(ff) Adjustment to reflect amortization of the acquired Core Deposit Intangible

using sum of years digits over 10 years.

 

$ 1,962

 

(gg) Adjustment to reflect income taxes on Frontier earnings as well as the

proforma adjustment at an estimated rate of approximately 21%. Frontier

was a S Corp as of each disclosed period.

 

 

$ 1,066

 

(hh) Recognition of the aggregate level of costs expected to be incurred by

Frontier and Equity in facilitating the transaction. These expenses are

expected to be realized in the first year and not be recurring.

 

 

$ 11,020