Dime Commercial Bancshares, Inc. Enhances Staten Island Presence and Franchise Value Through Agreement to Acquire ES Bancshares, Inc.
The proposed acquisition would give Dime a ground-level branch presence across all five New York City boroughs.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
Dime Commercial Bancshares (NYSE: DCOM) signed a definitive agreement to acquire ES Bancshares, parent of Empire State Bank, for approximately $58 million. Dime will issue 720,000 common shares and pay $30.0 million in cash. Based on Dime’s 10-day volume-weighted average price of $38.55 as of October 19, 2026, the consideration equals $8.39 per Empire share, approximately 1.09x tangible book value per share.
Empire had approximately $596 million in assets, $518 million in net loans and $491 million in deposits at September 30, 2026. Dime anticipates approximately 3.5% earnings-per-share accretion, approximately 2% tangible book value dilution and an earn-back period of less than 3 years. The acquisition would expand Dime’s Staten Island and Brooklyn presence. Closing is expected in the first quarter of 2027, subject to regulatory approval and approval by Empire shareholders.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.The definitive acquisition agreement would expand Dime’s customer relationships and add a low-cost core deposit base.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Dime anticipates approximately 3.5% earnings-per-share accretion from the transaction.
- Minor point. Forward-looking: it has not happened yet and may not happen.Dime anticipates the transaction’s internal rate of return will exceed its cost-of-capital hurdles.
- Minor point. Forward-looking: it has not happened yet and may not happen.Dime anticipates a tangible book value dilution earn-back of less than 3 years.
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.The acquisition requires $30.0 million in cash payable to Empire shareholders at closing.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Issuance of 720,000 common shares at closing would dilute existing Dime shareholders’ ownership.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Dime anticipates approximately 2% tangible book value dilution from the transaction.
- Minor pointExpected first-quarter 2027 closing remains subject to regulatory approval and Empire shareholder approval.
AI-generated analysis. How Rhea-AI works. Not financial advice.
HAUPPAUGE, N.Y., and STATEN ISLAND, N.Y., Oct. 20, 2026 (GLOBE NEWSWIRE) -- Dime Commercial Bancshares, Inc. (“Dime”) (NYSE: DCOM), and ES Bancshares, Inc. ("Empire") (OTCQX: ESBS), today announced the signing of a definitive merger agreement pursuant to which Dime will acquire Empire. The transaction significantly enhances Dime's presence in Staten Island, and strengthens Dime’s presence in Brooklyn, by adding a granular and low-cost core deposit base, expanding business-focused customer relationships, and increasing market density. Upon closing, Dime will be one of only a few commercial banks with a ground level branch presence across all five boroughs of New York City.
Empire, headquartered in Staten Island, is the parent company of Empire State Bank. As of September 30, 2026, Empire had total assets of approximately
Stuart H. Lubow, President and Chief Executive Officer of Dime, stated, “This transaction represents another logical step in Dime's growth strategy. Staten Island is an attractive banking market that has untapped potential for Dime. Empire is a well-run commercial bank that has developed a strong deposit base. We are extremely pleased to partner with and welcome Phil and his team to Dime, add a granular and low-cost core deposit base, expand our customer reach, and fill out our branch footprint. Together, we will be well-positioned to continue delivering the personalized service our customers value while advancing our goal of becoming The BEST Commercial Bank in Metro NY.”
Phil Guarnieri, Chief Executive Officer of Empire, said, “When evaluating the future of our franchise, it was important to identify a partner with a relationship-driven approach to banking, best-in-class treasury management capabilities, and a commitment to our local markets. We believe this partnership with Dime will create meaningful opportunities for our customers, employees, and communities while building on the strengths of both organizations.”
Transaction Details
Under the terms of the definitive merger agreement, at the closing of the transaction, Dime will issue 720,000 shares of common stock and
It is anticipated that the transaction’s internal rate of return exceeds Dime’s cost of capital hurdles, the transaction will generate approximately
The transaction is expected to close in the first quarter of 2027 and is subject to customary closing conditions, including regulatory approval, as well as the approval of Empire’s shareholders.
Luse Gorman, PC served as Dime’s legal advisor. FinPro Capital Advisors served as exclusive financial advisor to Empire, and Kilpatrick Townsend & Stockton LLP served as Empire’s legal advisor.
About Dime Commercial Bancshares, Inc.
Dime Commercial Bancshares, Inc. is the holding company for Dime Commercial Bank, a New York State-chartered trust company with approximately
(1) Aggregate deposit market share for Kings, Queens, Nassau & Suffolk counties for commercial banks with less than
About ES Bancshares, Inc.
ES Bancshares, Inc. is the holding company for Empire State Bank, a community bank headquartered in Staten Island. Founded in 2004, Empire State Bank provides personal and business banking products and services through branch offices in Staten Island and Brooklyn.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed herewith contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the proposed merger with Empire, the expected returns and other benefits of the proposed merger to shareholders, expected improvement in operating efficiency resulting from the proposed merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the expected impact on and timing of the recovery of the impact on tangible book value, and the expected effect of the proposed merger on Dime’s capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the proposed merger may not be realized or take longer than anticipated to be realized, (2) disruption from the proposed merger with customers, suppliers, employee or other business partners, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of Empire’s business into Dime, (5) the failure to obtain the necessary approval by the shareholders of Empire, (6) the amount of the costs, fees, expenses and charges related to the proposed merger, (7) the ability of the parties to obtain required governmental approvals of the proposed merger, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the merger, (9) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing of the proposed merger, (10) the risk that the integration of Empire’s operations into the operations of Dime will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Dime’s issuance of additional shares of its common stock in the merger transaction, and (13) general competitive, economic, political and market conditions. Other relevant risk factors may be detailed from time to time in Dime’s press releases and filings with the Securities and Exchange Commission (the “SEC”). Consequently, no forward-looking statement can be guaranteed. Neither Dime nor Empire undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this communication or any related documents, Dime and Empire claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Additional Information About the proposed transaction and Where To Find It
In connection with the proposed transaction, Dime will file a registration statement on Form S-4 with the SEC under the Securities Act to register the shares of Dime common stock to be issued in connection with the proposed transaction that will include a proxy statement of Empire and a prospectus of Dime (the “proxy statement/prospectus”) and other relevant documents in connection with the proposed transaction. The definitive proxy statement/prospectus will be sent to the stockholders of Empire seeking their approval of the proposed transaction and other related matters. This communication does not constitute an offer to sell or the solicitation of an offer to buy 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. INVESTORS AND STOCKHOLDERS OF EMPIRE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE AND EACH OTHER RELEVANT DOCUMENT FILED WITH THE SEC BY DIME IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus (when it becomes available) and any other documents Dime has filed and will file with the SEC may be obtained free of charge at the SEC’s website (www.sec.gov). In addition, copies of the proxy statement/prospectus and documents Dime and Empire have filed or will file with the SEC that will be incorporated by reference into the proxy statement/prospectus may also be obtained free of charge on Dime’s website at www.dime.com or by contacting Judy Wu, General Counsel and Corporate Secretary, Dime Commercial Bancshares, 898 Veterans Memorial Highway, Suite 560, Hauppauge, NY 11788.
Participants in Solicitation
Dime, Empire and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies of Empire’s stockholders in respect of the proposed transaction under the rules of the SEC. Information regarding Dime’s directors and executive officers is available in its definitive proxy statement related to its 2026 annual meeting of shareholders, which was filed with the SEC on April 13, 2026 and certain other documents filed by Dime with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
Investor Relations Contact:
Avinash Reddy
Senior Executive Vice President – Chief Operating Officer and Chief Financial Officer
Phone: 718-782-6200; Ext. 5909
Email: avinash.reddy@dime.com
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