Dime Commercial agrees to about $58M ES Bancshares merger
After the merger, Philip Guarnieri is to continue as Managing Executive Director of Dime Commercial Bank at a $400,000 annual base salary.
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Rhea-AI Filing Summary
Dime Commercial Bancshares, Inc. (DCBG) agreed to acquire ES Bancshares in a proposed merger valued at approximately $58 million, based on Dime’s 10-day volume-weighted average price of $38.55 as of October 19, 2026. ES Bancshares shareholders may elect cash or Dime common stock, subject to proration, with consideration capped at $30.0 million in cash and no more than 720,000 Dime shares. The transaction value is $8.39 per ES Bancshares common share. Empire State Bank is to merge into Dime Commercial Bank, which will survive.
As of September 30, 2026, ES Bancshares had approximately $596 million in assets, $518 million in net loans and $491 million in deposits. Dime expects approximately 3.5% EPS accretion, approximately 2% tangible-book-value dilution and an earn-back of less than 3 years; the transaction’s internal rate of return is anticipated to exceed Dime’s cost-of-capital hurdles. Closing is expected in the first quarter of 2027, subject to shareholder, regulatory and other conditions.
Filing Explained
The filing adds merger-vote commitments from certain ES Bancshares holders and discloses release-conditioned payments to two executives.
The Dime merger remains proposed; this filing adds voting commitments from certain ES Bancshares holders and discloses executive settlement payments subject to release conditions.
Signatories to the voting agreements must vote their covered shares for the merger and against competing acquisition proposals. The agreements also restrict transfers, subject to exceptions, and end if the merger agreement terminates or ES Bancshares shareholder approval is obtained.
The settlement agreements provide for Guarnieri to receive
Guarnieri is to continue with Dime Commercial Bank as Managing Executive Director after the merger at an annual base salary of
8-K Event Classification
Key Figures
Key Terms
proration financial
Exchange Ratio financial
tangible book value financial
earn-back financial
volume-weighted average price financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of the registrant as specified in its charter)
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jurisdiction of incorporation or organization) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c) |
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 19, 2026, Dime Commercial Bancshares, Inc., a New York corporation (“Dime”), and ES Bancshares, Inc., a Maryland corporation (“ES Bancshares”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, ES Bancshares will merge with and into Dime, with Dime as the surviving entity (the “Merger”). The Merger Agreement further provides that immediately following the Merger, Empire State Bank, a New York state-chartered bank and wholly owned subsidiary of ES Bancshares, will merge with and into Dime Commercial Bank, a New York state-chartered bank and wholly owned subsidiary of Dime, with Dime Commercial Bank as the surviving bank (the “Bank Merger” and, together with the Merger, the “Transaction”). The Merger Agreement was unanimously approved by the boards of directors of each of Dime and ES Bancshares.
Merger Consideration
Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of ES Bancshares (“ES Bancshares Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by ES Bancshares or Dime and dissenting shares, will be converted into the right to receive, at the election of the holder thereof, and subject to the adjustment and proration provisions of the Merger Agreement, as applicable, (i) an amount of cash equal to the quotient of (A) $30.0 million (the “Aggregate Cash Consideration”), divided by (B) the product obtained by multiplying (x) the number of shares of ES Bancshares Common Stock issued and outstanding as of the Effective Time by (y) 0.50 (the “Cash Conversion Number”), rounded to the nearest cent (the “Per Share Cash Consideration”), or (ii) the number of shares of Dime common stock, $0.01 par value (“Dime Common Stock”), multiplied by the Exchange Ratio (as defined below).
The Exchange Ratio is defined in the Merger Agreement as a number, as adjusted, of shares of Dime Common Stock equal to the quotient of (A) 720,000 shares of Dime Common Stock, divided by (B) the difference of (1) the aggregate number of shares of ES Bancshares Common Stock issued and outstanding immediately prior to the Effective Time, other than certain shares held by ES Bancshares or Dime or dissenting shares, minus (2) the Cash Conversion Number, rounded to the nearest ten thousandth (the “Per Share Stock Consideration”). The Per Share Cash Consideration and/or the Per Share Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.”
Merger Consideration elections by ES Bancshares shareholders will be subject to proration procedures whereby no more than 720,000 shares of Dime Common Stock will be exchanged for the aggregate Per Share Stock Consideration and no more than $30.0 million will be exchanged for the aggregate Per Share Cash Consideration. Based upon Dime's 10-day volume-weighted average price of $38.55 as of October 19, 2026, this represents a transaction value of approximately $58 million (based on 6,886,282 ES Bancshares common shares outstanding) or $8.39 per ES Bancshares common share.
Holders of ES Bancshares Common Stock will receive cash in lieu of fractional shares.
Treatment of ES Bancshares’ Equity Awards
As of the Effective Time, each stock option to purchase shares of ES Bancshares Common Stock (a “ES Bancshares Stock Option”) granted under the ES Bancshares, Inc. 2022 Equity Incentive Plan or the ES Bancshares, Inc. 2014 Stock Option Plan (the “ES Bancshares Stock Plans”) that is outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive a cash payment equal to (i) the number of shares of ES Bancshares Common Stock subject to such ES Bancshares Stock Option at the Effective Time, multiplied by (ii) the amount by which the Per Share Cash Consideration exceeds the per share exercise price of such ES Bancshares Stock Option, less applicable taxes and tax withholdings. Notwithstanding the foregoing, if the per share exercise price for an ES Bancshares Stock Option is equal to or in excess of the Per Share Cash Consideration, such ES Bancshares Stock Option will be cancelled at the Effective Time in exchange for no consideration.
Immediately prior to the Effective Time, any vesting or other forfeiture restrictions on each share of ES Bancshares Common Stock subject to a substantial risk of forfeiture granted under the ES Bancshares, Inc. 2022 Equity Incentive Plan that is outstanding immediately prior to the Effective Time (a “ES Bancshares Restricted Stock Award”), shall fully vest and shall be converted into, and become exchanged for the Merger Consideration, less applicable Taxes.
Settlement Agreements
On October 19, 2026, Dime, ES Bancshares and Empire State Bank entered into a Settlement and Restrictive Covenant Agreement with each of Philip Guarnieri, President and Chief Executive Officer of ES Bancshares and Empire State Bank, and Thomas Sperzel, President and Chief Operating Officer of ES Bancshares and Empire State Bank, (collectively, the “Settlement Agreements”). The Settlement Agreements provide that effective as the closing of the Merger, the executives’ employment agreements will be terminated, and the executives will not be entitled to any further payments thereunder. Further, Mr. Guarnieri will be subject to non-competition restrictions for six months and non-solicitation restrictions for a period of one year following Mr. Guarnieri’s termination of employment from Dime Commercial Bank. Mr. Sperzel will be subject to non-solicitation restrictions for a period of one year following the Effective Time. Mr. Guarnieri’s Settlement Agreement also provides that he will continue employment with Dime Commercial Bank as Managing Executive Director of Dime Commercial Bank after the Merger at an annual base salary of $400,000. In consideration for entering into the Settlement Agreements, Mr. Guarnieri will receive a payment of $1,539,609 immediately prior to the closing of the Merger and Mr. Sperzel will receive payments of $1,271,181, with $600,000 payable in the last payroll of December 2026 and $671,181 payable immediately prior to the closing of the Merger, and in each case, subject to each executive’s execution and non-revocation of a release agreement, and with such payments subject to reduction to the extent necessary to ensure an excise tax is not imposed by Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, less required tax withholdings.
This summary of the Settlement Agreements is qualified in its entirety by reference to the full text of the Settlement Agreements, each dated October 19, 2026, copies of which are filed as Exhibits 10.1, and 10.2 hereto and incorporated by reference herein.
Certain Other Terms and Conditions of the Merger Agreement
The Merger Agreement contains customary representations and warranties from both Dime and ES Bancshares, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) in the case of ES Bancshares, its obligation to call a meeting of its shareholders to approve the Merger Agreement, and, subject to certain exceptions, the obligation of its board of directors to recommend that its shareholders approve the Merger Agreement, and (iii) ES Bancshares’s non-solicitation obligations related to alternative acquisition proposals. Dime and ES Bancshares have also agreed to use their reasonable best efforts to prepare and file all applications, notices and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement, including the Transaction.
The completion of the Transaction is subject to customary conditions, including (i) approval of the Merger Agreement by the requisite vote of the ES Bancshares shareholders, (ii) authorization for listing on The New York Stock Exchange of the shares of Dime Common Stock to be issued in the Merger, (iii) receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System and The New York Department of Financial Services, without the imposition of any condition or restriction that would be reasonably expected to have a material and adverse effect on the business, assets, liabilities, results of operations or financial condition of Dime and its subsidiaries, taken as a whole, after giving effect to the Merger and the Bank Merger, (iv) effectiveness of the registration statement on Form S-4 for the Dime Common Stock to be issued in the Merger, and (v) the absence of any order, injunction, decree or other judgment preventing the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement. Each party’s obligation to complete the Transaction is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under the Merger Agreement, and (c) receipt by such party of an opinion from its counsel to the effect that the Merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The Merger Agreement provides certain termination rights for both Dime and ES Bancshares and further provides that a termination fee of $2.363 million will be payable by ES Bancshares upon termination of the Merger Agreement under certain circumstances.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (i) will not survive consummation of the Merger and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Dime or ES Bancshares, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Dime, ES Bancshares, their respective affiliates or their respective businesses, the Merger Agreement, the Merger, and the Bank Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a proxy statement of ES Bancshares and a prospectus of Dime, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that Dime makes with the Securities and Exchange Commission (“SEC”).
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Voting Agreements
Simultaneously with the execution of the Merger Agreement, Dime entered into a voting agreement (a “ES Bancshares Voting Agreement”) with each of the directors and executive officers of ES Bancshares. Each ES Bancshares director and executive officer, as a shareholder party to a ES Bancshares Voting Agreement, has agreed, among other things, to vote shares of ES Bancshares Common Stock owned by such shareholder, and over which such shareholder has the right to dispose of and has voting power, (i) in favor of the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the Transaction, and (ii) against any competing acquisition proposal, any action, agreement transaction or proposal which could reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of ES Bancshares in the Merger Agreement in any material respect, or other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement. The ES Bancshares Voting Agreements will terminate in certain circumstances, including upon consummation of the Merger or the termination of the Merger Agreement in accordance with its terms.
The foregoing description of the ES Bancshares Voting Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the ES Bancshares Voting Agreements, the form of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On October 20, 2026, Dime and ES Bancshares issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of Dime under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. Dime does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No | Description | |
| Exhibit 2.1 | Agreement and Plan of Merger, dated as of October 19, 2026, by and among Dime Commercial Bancshares, Inc. and ES Bancshares, Inc.* | |
| Exhibit 10.1 | Settlement and Restrictive Covenant Agreement, dated as of October 19, 2026, by and among Dime Commercial Bancshares, Inc., ES Bancshares, Inc., Empire State Bank and Philip Guarnieri | |
| Exhibit 10.2 | Settlement and Restrictive Covenant Agreement, dated as of October 19, 2026, by and among Dime Commercial Bancshares, Inc., ES Bancshares, Inc., Empire State Bank and Thomas Sperzel | |
| Exhibit 99.1 | Form of ES Bancshares Voting Agreement, dated as of October 19, 2026, by and among Dime Commercial Bancshares, Inc. and directors and executive officers of ES Bancshares, Inc. | |
| Exhibit 99.2 | Joint Press Release, dated October 20, 2026 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Dime agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request. |
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.
SIGNATURE
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, hereunto duly authorized.
| DIME COMMERCIAL BANCSHARES, INC. | ||
| Dated: October 20, 2026 | By: | /s/ Stuart H. Lubow |
| Stuart H. Lubow | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
VOTING AGREEMENT
This Voting Agreement (this “Agreement”) is entered into as of this 19th day of October, 2026, by and among Dime Commercial Bancshares, Inc., a New York corporation (“Parent”), and ES Bancshares, Inc., a Maryland corporation (the “Company”) and the undersigned stockholders of the Company who own or control the number of shares of the Company’s common stock (“Company Common Stock”) set forth on the signature page of this Agreement (such stockholders are collectively referred to in this Agreement as the “Stockholders,” and individually as a “Stockholder”).
RECITALS
A. As of the date hereof, each Stockholder owns or controls the voting of the number of shares of Company Common Stock as is set forth opposite such Stockholder’s name on the signature page attached hereto, and such total number of shares represents approximately the percentage of the issued and outstanding shares of Company Common Stock that is also set forth thereon opposite such Stockholder’s name.
B. Concurrently with the execution and delivery of this Agreement, Parent and the Company are entering into that certain Agreement and Plan of Merger dated as of the date of this Agreement (as may be amended, modified or supplemented, the “Merger Agreement”), whereby the Company will merge with and into Parent (the “Merger”) and, immediately following the Merger, Empire State Bank, a New York state-chartered bank and wholly-owned subsidiary of the Company, will merge with and into Dime Commercial Bank, a New York state-chartered bank and wholly-owned subsidiary of Parent, with Dime Commercial Bank as the surviving bank (the “Bank Merger”).
C. Parent is unwilling to expend the substantial time, effort and expense necessary to implement the Merger, including applying for and obtaining necessary approvals of regulatory authorities, unless the Stockholders enter into this Agreement.
D. Each Stockholder believes it is in his or her best interest, as well as the best interest of the Company and all of the remaining Company stockholders, for Parent and the Company to consummate the Merger and Bank Merger and any transaction related thereto (collectively, the “Contemplated Transactions”).
AGREEMENTS
In consideration of the foregoing premises, which are incorporated herein by this reference, and the covenants and agreements of the parties herein contained, and as an inducement to Parent to enter into the Merger Agreement and to incur the expenses associated with the Contemplated Transactions, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Definitions. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
Section 2. Representations and Warranties. Each Stockholder represents and warrants that, except as otherwise set forth in the Merger Agreement and the Schedules, as of the date hereof, he or she:
(a) owns beneficially or of record, either individually or jointly, and has the sole power to vote or direct the voting of, the number of shares of Company Common Stock as is set forth opposite such Stockholder’s name on the signature page attached hereto (the “Existing Shares”);
(b) except as described in the Merger Agreement, does not own or hold any rights to acquire any additional shares of Company Common Stock (by exercise of stock option or otherwise) or any interest therein or any voting rights with respect to any additional shares of Company Common Stock;
(c) has all necessary power and authority to enter into this Agreement and to vote all of the Existing Shares in the manner set forth in this Agreement and further represents and warrants that this Agreement is the legal, valid and binding agreement of such Stockholder, and is enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity. Without limiting the generality of the foregoing, as of the date of the execution of this Agreement, other than pursuant to this Agreement, Stockholder has not entered into any voting agreement with any person with respect to any of the Existing Shares, granted any person any proxy or power of attorney with respect to any of the Existing Shares, deposited any of the Existing Shares in a voting trust, or entered into any arrangement with any person limiting or affecting Stockholder’s legal power, authority, or right to vote the Existing Shares in any manner;
(d) the execution and delivery of this Agreement and the performance by the Stockholder of the agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any contract to or by which Stockholder is a party or bound, or any court order or legal requirements to which Stockholder (or any of Stockholder’s assets) is subject or bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect Stockholder’s ability to perform the Stockholder’s obligations under this Agreement or render inaccurate any of the representations made herein; and
(e) understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and the representations and warranties of Stockholder contained herein.
Section 3. Voting Agreement. Except as set forth below and subject to Section 5 and Section 17, each Stockholder hereby agrees that at any meeting of the Company’s stockholders, however called, and in any action by written consent of the Company’s stockholders, such Stockholder shall cause, at any meeting of the Company’s stockholders, to be counted as present thereat for purposes of calculating a quorum and shall vote, or cause to be voted, all of the Existing Shares and any shares of Company Common Stock, owned beneficially or of record, either individually or jointly, acquired after the date of this Agreement (the “New Shares” and together with the Existing shares, the “Covered Shares”):
(a) in favor of the Merger Agreement and the Contemplated Transactions;
(b) in favor of any proposal to adjourn a meeting of the Company’s stockholders called to approve the Merger Agreement to permit further solicitation of votes, in person or by proxy, if necessary, to ensure that a quorum is present and that the Merger Agreement is approved;
(c) against any action or agreement that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement or of Stockholder under this Agreement; and
2
(d) against any Acquisition Proposal and against any other action or agreement that would reasonably be expected to prevent or materially impede, interfere with, or delay the consummation of the Merger and Contemplated Transactions, except as otherwise agreed to in writing by Parent or as permitted by the Merger Agreement.
If Stockholder is the beneficial owner, but not the record holder, of any Covered Shares, Stockholder agrees to take all actions reasonably necessary to cause the record holder of such Covered Shares, including any nominees, to vote such Covered Shares in accordance with this Section 3. Subject to the terms of the Merger Agreement (including Sections 6.3(c) and 6.11 thereof) and Section 17 of this Agreement, Stockholder shall not, directly or indirectly, solicit, initiate, encourage or induce any other stockholder of the Company to vote against the Merger and Bank Merger or Contemplated Transactions. Stockholder further agrees that the Company and Parent shall be authorized to include in any proxy or material transmitted to stockholders of the Company a statement to the effect that Stockholder is a party to this Agreement and has committed to vote in favor of the Merger Agreement, the Merger, Bank Merger and the Contemplated Transactions subject to the terms of this Agreement.
Section 4. Additional Covenants. Except as otherwise set forth herein or as required by law, or otherwise expressly permitted by the Merger Agreement, each Stockholder agrees that he or she, in his or her capacity as a Stockholder, will:
(a) not, and will not permit any of his or her affiliates prior to the termination of this Agreement to: (i) sell, assign, transfer or otherwise dispose of any Covered Shares; (ii) create an encumbrance or any sort of lien with respect to any Covered Shares; or (iii) permit to be sold, assigned, transferred or otherwise disposed of any Covered Shares, whether such Covered Shares are owned of record or beneficially by such Stockholder on the date of this Agreement or are subsequently acquired by any method, except: (A) for transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (B) for transfers in connection with estate and tax planning purposes, including transfers to relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of this Agreement; (C) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), for any sales, assignments, transfers or other dispositions necessitated by hardship; (D) for surrenders of shares to the Company in connection with the vesting, settlement or exercise of Company equity awards to satisfy any withholding for the payment of taxes incurred in connection with such vesting, settlement or exercise, or, in respect of Company equity awards, the exercise price thereon; (E) for pledges of existing shares that are disclosed to Parent in writing; or (F) as Parent may otherwise agree in advance in writing;
(b) subject to Section 17 of this Agreement, not, and will not permit any of his or her controlled affiliates, directly or indirectly (including through such party’s representatives), to initiate, solicit or encourage any discussions, inquiries or proposals with any third party relating to an Acquisition Proposal, or provide any such person with information or assistance or negotiate with any such person with respect to an Acquisition Proposal, or agree to endorse, recommend or otherwise assist in the effectuation of any Acquisition Proposal, in each case except to the extent the Company is permitted to take such actions under Section 6.11(b) of the Merger Agreement;
(c) not vote or execute any written consent with respect to any Covered Shares to rescind or amend in any manner any prior vote or written consent to approve or adopt the Merger Agreement, Merger, Bank Merger and any of the Contemplated Transactions;
(d) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, not take any action that would reasonably be expected to restrict or affect a Stockholder’s legal power, authority and right to vote the Covered Shares in favor of the Merger Agreement, Merger, Bank Merger and the Contemplated Transactions, and without limiting the generality of the foregoing, other than pursuant to this Agreement, not enter into any voting agreement with any person with respect to any of the Covered Shares, deposit any of the Covered Shares in a voting trust, or enter into any arrangement with any person limiting or affecting Stockholder’s legal power, authority, or right to vote the Covered Shares in favor of the approval of the Merger Agreement, Merger and the Contemplated Transactions; and
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(e) execute and deliver such additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or her respective obligations under this Agreement.
Section 5. Termination. Notwithstanding any other provision of this Agreement, this Agreement shall automatically terminate on the earlier of: (i) the date of termination of the Merger Agreement as set forth in Article VIII of the Merger Agreement, as such termination provisions may be amended by the Company and Parent from time to time in accordance with the Merger Agreement; (ii) the date that the Company Stockholder Approval is obtained.. For the sake of clarity, Parent acknowledges that the Company has a right to terminate the Merger Agreement in order to enter into a definitive agreement with respect to a Superior Proposal in accordance with Section 8.1(h) and Section 6.11 of the Merger Agreement.
Section 6. Amendment and Modification. This Agreement may be amended, modified or supplemented at any time only by the written approval of such amendment, modification or supplement by Parent, the Company and all of the Stockholders.
Section 7. Entire Agreement. This Agreement evidences the entire agreement among the parties hereto with respect to the matters provided for herein and there are no agreements, representations or warranties with respect to the matters provided for herein other than those set forth herein and in the Merger Agreement and written agreements related thereto. Except for the Merger Agreement, this Agreement supersedes any agreements among any of Parent, the Company, and the Stockholders concerning the acquisition, disposition or control of any Company Common Stock.
Section 8. Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties to this Agreement that Parent by reason of this Agreement shall not be deemed (until consummation of the Merger and Bank Merger and only following receipt of all required regulatory approvals) to control, directly or indirectly, the Company and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company. Nothing contained herein shall be deemed to grant Parent an ownership interest in any shares of Company Common Stock. For the avoidance of doubt, this is a voting and support agreement only, and is not to be interpreted as a written consent to the Merger or as granting Parent a proxy or power of attorney to vote any shares of Company Common Stock.
Section 9. Informed Action. Each Stockholder acknowledges that he or she has had an opportunity to be advised by counsel of his or her choosing with regard to this Agreement and the transactions and consequences contemplated hereby. Each Stockholder further acknowledges that he or she has received a copy of the Merger Agreement and is familiar with its terms.
Section 10. Severability. The parties agree that if any provision of this Agreement shall under any circumstances be deemed invalid or inoperative, this Agreement shall be construed with the invalid or inoperative provisions deleted and the rights and obligations of the parties shall be construed and enforced accordingly.
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Section 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. This Agreement may be executed and accepted by facsimile or portable data file (pdf) signature and any such signature shall be of the same force and effect as an original signature.
Section 12. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of New York applicable to agreements made and wholly to be performed in such state without regard to conflicts of laws.
Section 13. Jurisdiction and Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought only in the courts of the State of New York situated in the Borough of Manhattan or a U.S. Federal District Court for the Southern District of New York and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
Section 14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
Section 15. Specific Performance; Injunctive Relief. Each of the parties hereto acknowledges that Parent will be irreparably harmed by, and that there shall be no adequate remedy at law for, a violation of any of the covenants or agreements set forth in this Agreement. Therefore, each Stockholder agrees that, in addition to any other remedies that may be available to Parent or the Company upon any such violation, Parent shall have the right to seek to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity without posting any bond or other undertaking. Each Stockholder agrees that he or she will not oppose the granting of any injunction, specific performance or other equitable relief on the basis that Parent has an adequate remedy at law or that an injunction, award of specific performance or other equitable relief is not an appropriate remedy for any reason at law or in equity. If there is any legal action between the parties arising out of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, his or its reasonable costs and expenses from the other party, including, but not limited to, reasonable attorneys’ fees and expenses as determined by the court. Except for the foregoing, the Company shall have no liability to Parent under this Agreement, and Parent’s remedies against the Company shall be exclusively as set forth in the Merger Agreement (including Section 8.3 thereof).
Section 16. Successors; Assignment. This Agreement shall be binding upon and inure to the benefit of Parent, the Company, their successors and permitted assigns, and the Stockholders and their respective spouses, executors, personal representatives, administrators, heirs, legatees, guardians and other legal representatives. This Agreement shall survive the death or incapacity of any Stockholder. This Agreement may not be assigned by any party without the prior written consent of the other parties, except that Parent may assign this Agreement to a successor to Parent under the Merger Agreement to which the Merger Agreement has been validly assigned in accordance with Section 9.10 thereof.
Section 17. Stockholders. The parties hereto acknowledge that each Stockholder is entering into this Agreement solely in his or her capacity as a stockholder of the Company and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Stockholder, in his or her capacity as a director or officer of the Company, if applicable, to act in contravention of or fail to act in accordance with his or her fiduciary duties in such director or officer capacity, and no such actions or omissions shall be deemed a breach of this Agreement. Furthermore, no Stockholder makes any agreement or understanding herein in his or her capacity as a director or officer of the Company. For the avoidance of doubt: (i) nothing in this Agreement will limit or affect any actions or omissions taken by a Stockholder in his or her capacity as a director or officer pursuant to Section 6.3(c) or Section 6.11 of the Merger Agreement, including participating in any Recommendation Change or any discussions or negotiations permitted thereunder; and (ii) nothing in this Section 17 shall in any way limit, modify or abrogate any of the obligations of the Stockholders hereunder to vote the Covered Shares in accordance with the terms of this Agreement and not to transfer any Covered Shares except as permitted by this Agreement.
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In Witness Whereof, the parties hereto have executed this Agreement individually, or have caused this Agreement to be executed by their respective officers, as of the day and year first written above.
| DIME COMMERCIAL BANCSHARES, INC. | ||
| By: | ||
| Stuart H. Lubow | ||
| President and Chief Executive Officer | ||
| ES BANCSHARES, INC. | ||
| By: | ||
| Philip Guarnieri | ||
| Chief Executive Officer | ||
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Stockholders
| Signature | Printed Name | Number of Shares Owned | Percentage Ownership | |||
| Philip Guarnieri | 368,271 | 5.35% | ||||
| Thomas Thiel | 138,550 | 2.01% | ||||
| Walter Daszkowski | 307,177 | 4.46% | ||||
| Michael T. O’Brien | 385,409 | 5.60% | ||||
| Andrew G. Finkelstein | 226,033 | 3.28% | ||||
| Penda Aiken | 15,000 | 0.22% | ||||
| Gale L. Foster | 48,922 | 0.71% | ||||
| Michael Menicucci | 48,835 | 0.71% | ||||
| Michael P. Ostrow | 72,824 | 1.06% | ||||
| Thomas Sperzel | 204,200 | 2.97% | ||||
| Thomas D. Weddell | 52,383 | 0.76% | ||||
| Raffaele M. Branca | 20,541 | 0.30% |
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Exhibit 99.2
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Dime Commercial Bancshares, Inc. Enhances Staten Island Presence and Franchise Value Through Agreement to Acquire ES Bancshares, Inc.
HAUPPAUGE, NY, and STATEN ISLAND, NY, October 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 $596 million, total loans receivable, net of $518 million, and total deposits of $491 million. Empire focuses on serving businesses and valued customers from three branch locations in Staten Island and two branch locations in Brooklyn.
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 $30.0 million in cash to Empire shareholders. Shareholders of Empire will be able to elect to receive stock or cash in exchange for their shares, subject to the pro ration formula described in the merger agreement. Based upon Dime’s 10-day volume-weighted average price of $38.55 as of October 19, 2026, this represents a transaction value of approximately $58 million (based on 6,886,282 Empire common shares outstanding) or $8.39 per Empire common share. The purchase price represents approximately 1.09x Empire’s tangible book value per share.
It is anticipated that the transaction’s internal rate of return exceeds Dime’s cost of capital hurdles, the transaction will generate approximately 3.5% EPS accretion, minimal TBV dilution of approximately 2%, and an earn-back of less than 3 years.
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 $15 billion in assets and the number one deposit market share on Greater Long Island (1).
| (1) | Aggregate deposit market share for Kings, Queens, Nassau & Suffolk counties for commercial banks with less than $20 billion in assets |
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.