How much did Esquire Financial (ESQ) spend on merger-related expenses in 2026?

For the three and six months ended June 30, 2026, Esquire incurred $1.1 million and $2.3 million of merger-related expenses, respectively. These costs, mainly legal and advisory fees, are included in noninterest expense and are described as not expected to recur .

What were Esquire Financial’s 2026 year-to-date earnings per share?

For the six months ended June 30, 2026, Esquire Financial reported basic EPS of $3.05 and diluted EPS of $2.89 . For the same period in 2025, basic and diluted EPS were $2.91 and $2.70 , respectively, showing per‑share earnings growth.

Esquire Financial (Nasdaq: ESQ) boosts H1 2026 profit and closes $466M Signature deal

Q: How did Esquire Financial Holdings (ESQ) perform financially in the first half of 2026?

Esquire Financial reported net income of $25.19 million for the six months ended June 30, 2026, up from $23.30 million a year earlier. Net interest income rose to $69.75 million , while diluted EPS increased to $2.89 from $2.70.

Q: What were Esquire Financial’s key balance sheet figures as of June 30, 2026?

As of June 30, 2026, Esquire Financial had total assets of $2.51 billion , loans held for investment of $1.90 billion , and total deposits of $2.18 billion . Stockholders’ equity was $313.85 million , reflecting retained earnings growth.

Q: What is Esquire Financial’s credit loss position and asset quality as of June 30, 2026?

The allowance for credit losses was $24.72 million at June 30, 2026, versus $24.02 million at year‑end 2025. Loans past due or on nonaccrual totaled $5.15 million , including a $4.40 million multifamily loan and a $736 thousand commercial loan on nonaccrual.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Esquire Financial Holdings reported solid growth for the six months ended June 30, 2026. Total assets rose to $2.51 billion from $2.37 billion, driven mainly by loans held for investment increasing to $1.90 billion from $1.76 billion. Total deposits grew to $2.18 billion from $2.06 billion, with most funding in savings, NOW and money market accounts.

For the quarter, net income was $12.98 million versus $11.89 million a year earlier; six‑month net income was $25.19 million versus $23.30 million. Diluted EPS was $1.49 for the quarter and $2.89 year‑to‑date, compared with $1.38 and $2.70, respectively. Net interest income for the first half increased to $69.75 million from $56.86 million, while provision for credit losses was $5.60 million, up from $5.03 million, and the allowance for credit losses stood at $24.72 million.

Subsequent to quarter‑end, Esquire completed a stock‑for‑stock merger with Signature Bancorporation. Signature shareholders received 2.671 Esquire shares per Signature share, for total consideration of about $466 million. Based on June 30, 2026 data, the combined company has roughly $4.8 billion in assets, $3.3 billion in loans, and $4.0 billion in deposits. Merger‑related expenses were $2.3 million year‑to‑date and are described as non‑recurring.

Positive

Completed $466 million Signature Bancorporation merger, creating a combined bank with about $4.8 billion in assets, $3.3 billion in loans, and $4.0 billion in deposits, materially increasing the company’s scale.
Net income grew to $25.19 million for the first half of 2026 from $23.30 million, with diluted EPS rising to $2.89 from $2.70, indicating improved profitability.
Loan and deposit growth continued, with loans held for investment up to $1.90 billion from $1.76 billion and total deposits up to $2.18 billion from $2.06 billion, supporting revenue expansion.

Negative

None.

Filing Explained

The merger’s purchase accounting is not finalized, so the filing does not yet quantify the preliminary fair value of assets acquired, liabilities assumed, or any goodwill recorded; those details remain unresolved in the transaction’s financial presentation.

Key Figures

Total assets: $2,511,018 thousand Loans held for investment: $1,901,805 thousand Total deposits: $2,179,693 thousand +5 more

8 metrics

Total assets $2,511,018 thousand Consolidated statements of financial condition at June 30, 2026

Loans held for investment $1,901,805 thousand Loans held for investment at June 30, 2026

Total deposits $2,179,693 thousand Total deposits at June 30, 2026

Net income H1 2026 $25,189 thousand Six months ended June 30, 2026 consolidated statements of income

Diluted EPS Q2 2026 $1.49 Three months ended June 30, 2026 earnings per share

Allowance for credit losses $24,724 thousand Allowance for credit losses at June 30, 2026

Merger consideration $466 million Total purchase price for Signature Bancorporation merger

Combined assets post-merger $4.8 billion Approximate combined company assets based on June 30, 2026 data

Key Terms

allowance for credit losses, other comprehensive (loss) income, variable interest entity, collateral dependent, +2 more

6 terms

allowance for credit losses financial

"Less: allowance for credit losses | ( 24,724 )"

Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.

other comprehensive (loss) income financial

"Other comprehensive (loss) income: | Unrealized (losses) gains arising"

variable interest entity financial

"sold its legacy NFL consumer post-settlement loan portfolio to a variable interest entity"

A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.

collateral dependent financial

"there was one collateral dependent multifamily loan secured by real estate totaling $4.4 million"

performance restricted stock units financial

"issues incentive and non-statutory stock options, restricted stock awards and performance restricted stock units"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

other real estate owned financial

"recorded it as other real estate owned (“OREO”), recorded a charge-off totaling $3.2 million"

Assets a lender or financial firm holds after taking back real property through foreclosure or repossession because a borrower defaulted. Think of it like a store keeping returned items it didn’t sell — these properties are not earning interest, can be costly to maintain, and may be sold at a loss or profit, so they directly affect a lender’s balance sheet, cash flow and perceived credit risk for investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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10-Q Quarterly Reports: What Changes Quarter to Quarter →

Available on EDGAR 08/10/2026 - 02:55 PM Accepted by SEC EDGAR 08/10/2026 - 02:54 PM

FAQ

How did Esquire Financial Holdings (ESQ) perform financially in the first half of 2026?

Esquire Financial reported net income of $25.19 million for the six months ended June 30, 2026, up from $23.30 million a year earlier. Net interest income rose to $69.75 million, while diluted EPS increased to $2.89 from $2.70.

What were Esquire Financial’s key balance sheet figures as of June 30, 2026?

As of June 30, 2026, Esquire Financial had total assets of $2.51 billion, loans held for investment of $1.90 billion, and total deposits of $2.18 billion. Stockholders’ equity was $313.85 million, reflecting retained earnings growth.

What are the details of Esquire Financial’s merger with Signature Bancorporation?

Effective August 1, 2026, Esquire completed its merger with Signature Bancorporation. Each Signature share was converted into 2.671 ESQ shares, for total consideration of about $466 million. The combined company has roughly $4.8 billion in assets and $4.0 billion in deposits.

What is Esquire Financial’s credit loss position and asset quality as of June 30, 2026?

The allowance for credit losses was $24.72 million at June 30, 2026, versus $24.02 million at year‑end 2025. Loans past due or on nonaccrual totaled $5.15 million, including a $4.40 million multifamily loan and a $736 thousand commercial loan on nonaccrual.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2026


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

For the transition period from to

Commission File No. 001-38131

Esquire Financial Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Maryland		27-5107901
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

100 Jericho Quadrangle, Suite 100, Jericho, New York		11753
(Address of Principal Executive Offices)		(Zip Code)

(516) 535-2002

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

ESQ

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

YES ⌧ NO ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ⌧ NO ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐ NO ⌧

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 1, 2026, there were 12,104,583 outstanding shares of the issuer’s common stock.

Table of Contents

Esquire Financial Holdings, Inc.

Form 10-Q

Table of Contents

		Page
PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements (unaudited)	3

	Consolidated Statements of Financial Condition	3

	Consolidated Statements of Income	4

	Consolidated Statements of Comprehensive Income	5

	Consolidated Statements of Changes in Stockholders’ Equity	6

	Consolidated Statements of Cash Flows	7

	Notes to Interim Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4.	Controls and Procedures	44

PART II. OTHER INFORMATION		45

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3.	Defaults Upon Senior Securities	45

Item 4.	Mine Safety Disclosures	45

Item 5.	Other Information	46

Item 6.	Exhibits	46

	SIGNATURES	47

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands, except per share data)

(Unaudited)


	June 30,		December 31,
	2026		2025
Assets:
Cash and cash equivalents	$	242,183	$	235,887
Securities available-for-sale, at fair value		240,146		246,505
Securities held-to-maturity, at cost (fair value of $51,111 and $55,500, at June 30, 2026 and December 31, 2025, respectively)		56,099		60,193
Securities, restricted, at cost		3,196		3,173

Loans held for investment		1,902,271		1,758,427
Less: allowance for credit losses		(24,724)		(24,022)
Loans, net of allowance		1,877,547		1,734,405
Premises and equipment, net		3,980		4,379
Accrued interest receivable		13,572		12,640
Other assets		74,295		68,479
Total assets	$	2,511,018	$	2,365,661

Liabilities:
Deposits:
Demand	$	552,131	$	576,455
Savings, NOW and money market		1,621,790		1,480,380
Time		5,772		6,172
Total deposits		2,179,693		2,063,007

Accrued expenses and other liabilities		17,475		13,056
Total liabilities		2,197,168		2,076,063

Commitments and contingencies		—		—

Stockholders’ equity:
Preferred stock, par value $0.01; authorized 2,000,000 shares; none issued		—		—
Common stock, par value $0.01; authorized 15,000,000 shares; 8,807,258 and 8,708,923 shares issued, respectively; and 8,649,400 and 8,552,405 shares outstanding, respectively		88		87
Additional paid-in capital		113,872		109,889
Retained earnings		219,503		197,787
Accumulated other comprehensive loss		(9,784)		(8,489)
Treasury stock at cost (157,858 and 156,518 shares, respectively)		(9,829)		(9,676)
Total stockholders’ equity		313,850		289,598
Total liabilities and stockholders’ equity	$	2,511,018	$	2,365,661

See accompanying notes to interim consolidated financial statements.

Table of Contents

ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2026			2025		2026			2025
Interest income:
Loans held for investment	$	36,417		$	28,762	$	70,715		$	55,572
Securities, includes restricted stock		3,046			3,127		6,224			6,169
Interest earning cash and other		1,838			1,647		3,395			3,308
Total interest income		41,301			33,536		80,334			65,049

Interest expense:
Savings, NOW and money market deposits		5,502			4,225		10,459			8,009
Time deposits		50			56		117			175
Borrowings		1			1		6			2
Total interest expense		5,553			4,282		10,582			8,186

Net interest income		35,748			29,254		69,752			56,863
Provision for credit losses		2,900			3,525		5,600			5,025
Net interest income after provision for credit losses		32,848			25,729		64,152			51,838

Noninterest income:
Payment processing fees		5,126			5,107		10,269			10,019
Administrative service income		1,092			643		2,229			1,523
Customer related fees, service charges and other		165			827		340			1,186
Total noninterest income		6,383			6,577		12,838			12,728

Noninterest expense:
Employee compensation and benefits		12,605			10,216		24,826			20,281
Occupancy and equipment		1,344			1,168		2,600			2,300
Professional and consulting services		1,038			1,291		2,011			2,555
FDIC and regulatory assessments		327			293		630			563
Advertising and marketing		1,004			811		2,002			1,662
Travel and business relations		271			303		577			609
Data processing		2,403			2,060		4,772			3,980
Merger expenses		1,070			—		2,342			—
Other operating expenses		1,043			920		2,002			1,860
Total noninterest expense		21,105			17,062		41,762			33,810

Net income before income taxes		18,126			15,244		35,228			30,756
Income tax expense		5,148			3,354		10,039			7,459

Net income	$	12,978		$	11,890	$	25,189		$	23,297

Earnings per share
Basic	$	1.57		$	1.48	$	3.05		$	2.91
Diluted	$	1.49		$	1.38	$	2.89		$	2.70

See accompanying notes to interim consolidated financial statements.

Table of Contents

ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2026			2025		2026			2025
Net income	$	12,978		$	11,890	$	25,189		$	23,297
Other comprehensive (loss) income:
Unrealized (losses) gains arising during the period on securities available-for-sale		(459)			1,039		(1,488)			4,849
Tax effect		124			(275)		193			(1,481)
Total other comprehensive (loss) income		(335)			764		(1,295)			3,368
Total comprehensive income	$	12,643		$	12,654	$	23,894		$	26,665

See accompanying notes to interim consolidated financial statements.

Table of Contents

ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in thousands, except per share data)

(Unaudited)


												Accumulated
								Additional				other				Total
	Preferred	Common		Preferred		Common		paid-in		Retained		comprehensive		Treasury		stockholders'
	shares	shares		stock		stock		capital		earnings		loss		stock		equity
Balance at April 1, 2026	—	8,637,034	$	—	$	88	$	112,041	$	208,263	$	(9,449)	$	(9,676)	$	301,267
Net income	—	—		—		—		—		12,978		—		—		12,978
Other comprehensive loss	—	—		—		—		—		—		(335)		—		(335)
Exercise of stock options, net of repurchases (2,669 shares)	—	13,706		—		—		151		—		—		—		151
Stock compensation expense	—	—		—		—		1,680		—		—		—		1,680
Cash dividends declared to common stockholders ($0.20 per share)	—	—		—		—		—		(1,738)		—		—		(1,738)
Shares received related to tax withholding	—	(1,340)		—		—		—		—		—		(153)		(153)
Balance at June 30, 2026	—	8,649,400	$	—	$	88	$	113,872	$	219,503	$	(9,784)	$	(9,829)	$	313,850

												Accumulated
								Additional				other				Total
	Preferred	Common		Preferred		Common		paid-in		Retained		comprehensive		Treasury		stockholders'
	shares	shares		stock		stock		capital		earnings		loss		stock		equity
Balance at April 1, 2025	—	8,431,774	$	—	$	85	$	105,150	$	162,860	$	(11,683)	$	(5,688)	$	250,724
Net income	—	—		—		—		—		11,890		—		—		11,890
Other comprehensive income	—	—		—		—		—		—		764		—		764
Exercise of stock options, net of repurchases (4,132 shares)	—	51,633		—		1		470		—		—		—		471
Restricted stock grants	—	16,152		—		—		—		—		—		—		—
Stock compensation expense	—	—		—		—		1,191		—		—		—		1,191
Cash dividends declared to common stockholders ($0.175 per share)	—	—		—		—		—		(1,484)		—		—		(1,484)
Balance at June 30, 2025	—	8,499,559	$	—	$	86	$	106,811	$	173,266	$	(10,919)	$	(5,688)	$	263,556

												Accumulated
								Additional				other				Total
	Preferred	Common		Preferred		Common		paid-in		Retained		comprehensive		Treasury		stockholders'
	shares	shares		stock		stock		capital		earnings		loss		stock		equity
Balance at January 1, 2026	—	8,552,405	$	—	$	87	$	109,889	$	197,787	$	(8,489)	$	(9,676)	$	289,598
Net income	—	—		—		—		—		25,189		—		—		25,189
Other comprehensive loss	—	—		—		—		—		—		(1,295)		—		(1,295)
Exercise of stock options, net of repurchases (12,007 shares)	—	80,409		—		1		261		—		—		—		262
Restricted stock grants	—	17,926		—		—		—		—		—		—		—
Stock compensation expense	—	—		—		—		3,722		—		—		—		3,722
Cash dividends declared to common stockholders ($0.40 per share)	—	—		—		—		—		(3,473)		—		—		(3,473)
Shares received related to tax withholding	—	(1,340)		—		—		—		—		—		(153)		(153)
Balance at June 30, 2026	—	8,649,400	$	—	$	88	$	113,872	$	219,503	$	(9,784)	$	(9,829)	$	313,850

												Accumulated
								Additional				other				Total
	Preferred	Common		Preferred		Common		paid-in		Retained		comprehensive		Treasury		stockholders'
	shares	shares		stock		stock		capital		earnings		loss		stock		equity
Balance at January 1, 2025	—	8,354,753	$	—	$	85	$	104,052	$	152,932	$	(14,287)	$	(5,688)	$	237,094
Net income	—	—		—		—		—		23,297		—		—		23,297
Other comprehensive income	—	—		—		—		—		—		3,368		—		3,368
Exercise of stock options, net of repurchases (16,027 shares)	—	109,180		—		1		479		—		—		—		480
Restricted stock grants	—	35,626		—		—		—		—		—		—		—
Stock compensation expense	—	—		—		—		2,280		—		—		—		2,280
Cash dividends declared to common stockholders ($0.35 per share)	—	—		—		—		—		(2,963)		—		—		(2,963)
Balance at June 30, 2025	—	8,499,559	$	—	$	86	$	106,811	$	173,266	$	(10,919)	$	(5,688)	$	263,556

See accompanying notes to interim consolidated financial statements.

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ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


		Six Months Ended June 30,
		2026			2025
Cash flows from operating activities:
Net income		$	25,189		$	23,297
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			5,600			5,025
Depreciation and amortization of premises and equipment			741			524
Stock compensation expense			3,722			2,280
Gain on equity investment			—			(432)
Net amortization (accretion):
Securities			209			248
Loans			9			(53)
Right of use asset			371			373
Software			927			927
Changes in other assets and liabilities:
Accrued interest receivable			(932)			(967)
Other assets			(6,083)			(5,687)
Operating lease liability			(470)			(443)
Accrued expenses and other liabilities			4,744			1,205
Net cash provided by operating activities			34,027			26,297
Cash flows from investing activities:
Net change in loans			(148,751)			(117,467)
Purchases of securities available-for-sale			(29,710)			(31,069)
Principal repayments on securities available-for-sale			34,418			20,090
Principal repayments on securities held-to-maturity			4,048			4,140
Purchases of securities, restricted			(23)			(139)
Proceeds from equity investment			—			1,232
Purchase of equity investment			—			(700)
Purchases of premises and equipment			(342)			(2,316)
Development of capitalized software			(838)			(1,191)
Net cash used in investing activities			(141,198)			(127,420)
Cash flows from financing activities:
Net increase in deposits			116,686			140,092
Decrease in borrowings			(1)			(1)
Exercise of stock options, net of repurchases			262			480
Tax withholding payments for vested equity awards			(153)			—
Cash dividends paid to common stockholders			(3,327)			(2,804)
Net cash provided by financing activities			113,467			137,767
Increase in cash and cash equivalents			6,296			36,644
Cash and cash equivalents at beginning of the period			235,887			126,329
Cash and cash equivalents at end of the period		$	242,183		$	162,973

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest		$	10,583		$	8,186
Taxes			8,320			9,976
Noncash transactions:
Dividends declared but not paid			146			159

See accompanying notes to interim consolidated financial statements.

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ESQUIRE FINANCIAL HOLDINGS, INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Interim Consolidated Financial Statements including the accounts of Esquire Financial Holdings, Inc. and its wholly owned subsidiary, Esquire Bank, N.A., are collectively referred to as “the Company.” All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited Interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial information. In the opinion of management, the Interim Consolidated Financial Statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis and all such adjustments are recurring in nature. These financial statements and the accompanying notes should be read in conjunction with the Company’s audited financial statements for the years ended December 31, 2025 and 2024. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other period.

Subsequent Events

Effective on August 1, 2026, the Company completed its previously announced merger with Signature Bancorporation, Inc., an Illinois corporation (“Signature”), pursuant to the Agreement and Plan of Merger, dated as of March 11, 2026 (the “Merger Agreement”), by and among the Company, Esquire Merger Sub, Inc., a Maryland corporation and a direct, wholly owned subsidiary of Esquire (“Merger Sub”), and Signature. At the closing, (i) Merger Sub merged with and into Signature, with Signature as the surviving entity (the “Merger”), and (ii) immediately thereafter, Signature merged with and into Esquire, with Esquire as the surviving entity (the “Second Step Merger”). Following the Second Step Merger, Signature Bank, an Illinois state-chartered bank and a wholly owned subsidiary of Signature, merged with and into Esquire Bank, National Association (“Esquire Bank”), a national banking association and a wholly owned subsidiary of Esquire, with Esquire Bank as the surviving bank.

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, par value $1.00 per share, of Signature (“Signature Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Signature or the Company, was converted into the right to receive 2.671 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of the Company (“Company Common Stock”). The total purchase price consideration in the Merger, consisting of shares of the Company’s Common Stock, stock options, and cash in lieu of fractional shares was approximately $466 million. Based on financial information as of June 30, 2026, the combined company has approximately $4.8 billion in total assets, $3.3 billion in loans, and $4.0 billion in total deposits. The initial purchase accounting for the Merger in accordance with GAAP is not finalized, therefore the Company is not yet able to disclose the preliminary fair value of the assets acquired and the liabilities assumed and any corresponding goodwill recorded in the transaction.

During the three and six months ended June 30, 2026, the Company incurred merger related expenses of $1.1 million and $2.3 million, respectively, related to the pending merger, which are included as a separate component of noninterest expense in the Consolidated Statements of Income. There were no merger related expenses for the three and six months ended June 30, 2025. These expenses primarily consist of legal, advisory, professional, and other transaction-related costs and are not expected to recur in the normal course of business.

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Investment in Variable Interest Entities

During 2022, the Company sold its legacy National Football League (“NFL”) consumer post-settlement loan portfolio to a variable interest entity (“VIE”) in exchange for a nonvoting interest valued at $13.5 million where the Company remained as servicer of the loan portfolio at the discretion of the VIE manager. As of June 30, 2026 and December 31, 2025, the investment’s carrying amount was $9.0 million and had a remaining life of 2.8 years as of June 30, 2026.

During 2024 and 2025, the Company invested cash in United Payment Systems, LLC (doing business as Payzli) in exchange for a 24.99% ownership interest. Payzli is an end-to-end payment technology company that acts as a single source for payment services, business management software, web enablement and mobile solutions. The investment carrying amount was $4.8 million as of June 30, 2026 and December 31, 2025, respectively and there are no remaining unfunded commitments as of June 30, 2026. There were no Payzli fundings for the three and six months ended June 30, 2026. The Company funded $250 thousand and $700 thousand in Payzli for the three and six months ended June 30, 2025, respectively.

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the Consolidated Financial Statements.

Summary of Significant Accounting Policies

Please see "Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" for a discussion of areas in the accompanying unaudited Consolidated Financial Statements utilizing significant estimates.

Standards Adopted in 2026

In November 2025 the FASB issued Accounting Standards Update (“ASU”) 2025-08, “Financials Instruments - Credit Losses (Topic 326): Purchased Loans”. The ASU expands the use of the gross-up approach to include purchased seasoned loans, defined as loans (excluding credit cards) acquired without significant credit deterioration and deemed to be seasoned; seasoned loans are those obtained either through a business combination or purchase at least ninety days after origination, provided the acquirer was not involved in the origination. The change is intended to reduce complexity and subjectivity in loan purchase transactions, and to reduce the risk of double counting expected credit losses that are already reflected in fair value determinations made at the time of acquisition. ASU 2025-08 is effective for reporting periods beginning after December 15, 2026; early adoption is permitted. The Company adopted ASU 2025-08 as of January 1, 2026 and it did not have an effect on the Company’s Consolidated Financial Statements in the current period.

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NOTE 2 — Debt Securities

The following tables summarize the major categories of securities as of the dates indicated:


		June 30, 2026
					Gross			Gross
		Amortized			Unrealized			Unrealized			Fair
		Cost			Gains			Losses			Value

		(In thousands)
Securities available-for-sale:
Mortgage-backed securities – agency		$	93,169		$	80		$	(12,030)		$	81,219
Collateralized mortgage obligations ("CMOs") – agency			160,380			572			(2,025)			158,927
Total available-for-sale		$	253,549		$	652		$	(14,055)		$	240,146

					Gross			Gross
		Amortized			Unrecognized			Unrecognized			Fair
		Cost			Gains			Losses			Value

		(In thousands)
Securities held-to-maturity:
CMOs – agency		$	56,099		$	4		$	(4,992)		$	51,111
Total held-to-maturity		$	56,099		$	4		$	(4,992)		$	51,111

		December 31, 2025
					Gross			Gross
		Amortized			Unrealized			Unrealized			Fair
		Cost			Gains			Losses			Value

		(In thousands)
Securities available-for-sale:
Mortgage-backed securities – agency		$	97,697		$	92		$	(12,094)		$	85,695
CMOs – agency			160,723			1,443			(1,356)			160,810
Total available-for-sale		$	258,420		$	1,535		$	(13,450)		$	246,505

					Gross			Gross
		Amortized			Unrecognized			Unrecognized			Fair
		Cost			Gains			Losses			Value

		(In thousands)
Securities held-to-maturity:
CMOs – agency		$	60,193		$	26		$	(4,719)		$	55,500
Total held-to-maturity		$	60,193		$	26		$	(4,719)		$	55,500

Mortgage-backed securities included all pass-through certificates guaranteed by FHLMC, FNMA, or GNMA and the CMOs are backed by government agency pass-through certificates. CMOs, by virtue of the underlying residential collateral or structure, are fixed rate current pay sequentials. As actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations, these securities are not considered to have a single maturity date.

There were no sales or calls of securities for the three and six months ended June 30, 2026 and 2025.

At June 30, 2026, securities having a fair value of $244.8 million were pledged to the Federal Home Loan Bank of New York (“FHLB”) for borrowing capacity totaling $228.1 million. At December 31, 2025, securities having a fair value of $252.4 million were pledged to the FHLB for borrowing capacity totaling $235.7 million. At June 30, 2026 and December 31, 2025, the Company had no outstanding FHLB advances.

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At June 30, 2026, securities having a fair value of $46.5 million were pledged to the Federal Reserve Bank of New York (“FRB”) for borrowing capacity totaling $45.0 million. At December 31, 2025, securities having a fair value of $49.6 million were pledged to the FRB for borrowing capacity totaling $48.1 million. At June 30, 2026 and December 31, 2025, the Company had no outstanding FRB borrowings.

The following table provides the gross unrealized and unrecognized losses and fair value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized or unrecognized loss position:


		June 30, 2026
		Less Than 12 Months						12 Months or Longer						Total
		Fair Value			Gross Unrealized Losses			Fair Value			Gross Unrealized Losses			Fair Value			Gross Unrealized Losses

		(In thousands)
Securities available-for-sale:
Mortgage-backed securities – agency		$	4,513		$	(52)		$	68,340		$	(11,978)		$	72,853		$	(12,030)
CMOs – agency			66,370			(531)			13,470			(1,494)			79,840			(2,025)
Total available-for-sale		$	70,883		$	(583)		$	81,810		$	(13,472)		$	152,693		$	(14,055)

		Less Than 12 Months						12 Months or Longer						Total
		Fair Value			Gross Unrecognized Losses			Fair Value			Gross Unrecognized Losses			Fair Value			Gross Unrecognized Losses

		(In thousands)
Securities held-to-maturity:
CMOs – agency		$	3,492		$	(41)		$	45,125		$	(4,951)		$	48,617		$	(4,992)
Total held-to-maturity		$	3,492		$	(41)		$	45,125		$	(4,951)		$	48,617		$	(4,992)

		December 31, 2025
		Less Than 12 Months						12 Months or Longer						Total
		Fair Value			Gross Unrealized Losses			Fair Value			Gross Unrealized Losses			Fair Value			Gross Unrealized Losses

		(In thousands)
Securities available-for-sale:
Mortgage-backed securities – agency		$	1,626		$	(15)		$	72,692		$	(12,079)		$	74,318		$	(12,094)
CMOs – agency			—			—			20,400			(1,356)			20,400			(1,356)
Total available-for-sale		$	1,626		$	(15)		$	93,092		$	(13,435)		$	94,718		$	(13,450)

		Less Than 12 Months						12 Months or Longer						Total
		Fair Value			Gross Unrecognized Losses			Fair Value			Gross Unrecognized Losses			Fair Value			Gross Unrecognized Losses

		(In thousands)
Securities held-to-maturity:
CMOs – agency		$	—		$	—		$	48,406		$	(4,719)		$	48,406		$	(4,719)
Total held-to-maturity		$	—		$	—		$	48,406		$	(4,719)		$	48,406		$	(4,719)

Management evaluates securities available-for-sale in unrealized loss positions to determine whether the impairment is due to credit-related factors. Due to the decline in fair value being attributable to changes in interest rates, not credit quality and because the Company does not have the intent to sell the securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider the securities to be impaired at June 30, 2026.

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As of June 30, 2026 and December 31, 2025, none of the Company’s available-for-sale securities were in an unrealized loss position due to credit, and therefore no allowance for credit losses on available-for-sale securities was required. Additionally, there was no allowance for credit losses on securities held-to-maturity due to the high credit quality composition consisting of issuances from government sponsored agencies as of June 30, 2026 and December 31, 2025.

Accrued interest receivable on securities totaling $1.0 million at June 30, 2026 and $1.1 million at December 31, 2025, was included in Accrued interest receivable in the Consolidated Statements of Financial Condition and excluded from amortized cost and estimated fair value in the tables above.

NOTE 3 — Loans

The composition of loans by class is summarized as follows:


	June 30,		December 31,
	2026		2025

	(In thousands)
Real estate:
Multifamily	$	395,886	$	372,800
Commercial real estate		133,096		107,293
1 – 4 family		8,959		9,835
Total real estate		537,941		489,928
Commercial		1,337,108		1,245,555
Consumer		26,756		22,762
Total loans held for investment		1,901,805		1,758,245
Deferred fees and unearned premiums, net		466		182
Allowance for credit losses		(24,724)		(24,022)
Loans held for investment, net	$	1,877,547	$	1,734,405

Commercial loans include commercial Litigation-Related loans of $1.3 billion and other commercial loans of $42.2 million at June 30, 2026. Commercial loans include commercial Litigation-Related loans of $1.2 billion and other commercial loans of $67.2 million at December 31, 2025.

The following tables present the activity in the allowance for credit losses by class for the three months ending June 30, 2026 and June 30, 2025:


				Commercial
		Multifamily		Real Estate		1‑4 Family			Commercial		Consumer		Total

		(In thousands)
June 30, 2026
Allowance for credit losses:
Beginning balance		$	4,520	$	836	$	30		$	16,990	$	1,164	$	23,540
Provision (credit) for credit losses			1,663		161		(1)			848		229		2,900
Recoveries			—		—		—			—		1		1
Loans charged-off			(1,572)		—		—			—		(145)		(1,717)
Total ending allowance balance		$	4,611	$	997	$	29		$	17,838	$	1,249	$	24,724

June 30, 2025
Allowance for credit losses:
Beginning balance		$	4,207	$	663	$	45		$	13,828	$	718	$	19,461
Provision (credit) for credit losses			1,114		18		(8)			2,332		69		3,525
Recoveries			—		—		—			—		6		6
Loans charged-off			(308)		—		—			(3,250)		(27)		(3,585)
Total ending allowance balance		$	5,013	$	681	$	37		$	12,910	$	766	$	19,407

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The following tables present the activity in the allowance for credit losses by class for the six months ending June 30, 2026 and June 30, 2025:


					Commercial
		Multifamily			Real Estate		1‑4 Family		Commercial		Consumer		Total

		(In thousands)
June 30, 2026
Allowance for credit losses:
Beginning balance		$	6,026		$	795	$	35	$	16,285	$	881	$	24,022
Provision (credit) for credit losses			3,333			202		(6)		1,553		518		5,600
Recoveries			—			—		—		—		2		2
Loans charged-off			(4,748)			—		—		—		(152)		(4,900)
Total ending allowance balance		$	4,611		$	997	$	29	$	17,838	$	1,249	$	24,724

June 30, 2025
Allowance for credit losses:
Beginning balance		$	5,116		$	691	$	52	$	14,283	$	837	$	20,979
Provision (credit) for credit losses			3,145			(10)		64		1,877		(51)		5,025
Recoveries			—			—		—		—		25		25
Loans charged-off			(3,248)			—		(79)		(3,250)		(45)		(6,622)
Total ending allowance balance		$	5,013		$	681	$	37	$	12,910	$	766	$	19,407

As of June 30, 2026, there was one collateral dependent multifamily loan secured by real estate totaling $4.4 million and one collateral dependent commercial loan secured by business assets totaling $736 thousand, with no associated specific reserve on the Consolidated Statements of Financial Condition. As of December 31, 2025, there was one collateral dependent multifamily loan secured by real estate totaling $7.8 million and one collateral dependent commercial loan secured by business assets totaling $736 thousand, with no associated specific reserve for either loan on the Consolidated Statements of Financial Condition.

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The following tables present the aging of the past due loans measured at amortized cost, excluding deferred fees and unearned premiums, net, due to immateriality, by class of loans as of June 30, 2026 and December 31, 2025:


														Total Past
		30-59			60-89			90 Days						Due &
		Days			Days			or More			Nonaccrual			Nonaccrual			Loans Not
		Past Due			Past Due			Past Due			Loans			Loans			Past Due			Total

		(In thousands)
June 30, 2026
Multifamily		$	—		$	—		$	—		$	4,400		$	4,400		$	391,486		$	395,886
Commercial real estate			—			—			—			—			—			133,096			133,096
1 – 4 family			—			—			—			—			—			8,959			8,959
Commercial			—			—			—			736			736			1,336,372			1,337,108
Consumer			4			9			5			—			18			26,738			26,756
Total		$	4		$	9		$	5		$	5,136		$	5,154		$	1,896,651		$	1,901,805

														Total Past
		30-59			60-89			90 Days						Due &
		Days			Days			or More			Nonaccrual			Nonaccrual			Loans Not
		Past Due			Past Due			Past Due			Loans			Loans			Past Due			Total

		(In thousands)
December 31, 2025
Multifamily		$	—		$	—		$	—		$	7,836		$	7,836		$	364,964		$	372,800
Commercial real estate			—			—			—			—			—			107,293			107,293
1 – 4 family			—			—			—			—			—			9,835			9,835
Commercial			—			—			—			736			736			1,244,819			1,245,555
Consumer			12			—			7			—			19			22,743			22,762
Total		$	12		$	—		$	7		$	8,572		$	8,591		$	1,749,654		$	1,758,245

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed whenever a credit is extended, renewed or modified, or when an observable event occurs indicating a potential decline in credit quality, and no less than annually for large balance loans.

The Company uses the following definitions for risk ratings:

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

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

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

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

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The following is a summary of the credit risk profile of loans, measured at amortized cost, by internally assigned grade as of the periods indicated, the years represent the year of originations for non-revolving loans:


	June 30, 2026
	2026		2025		2024		2023		2022		2021 and Prior		Revolving		Revolving-Term		Total

	(In thousands)
Multifamily:
Pass	$	41,648	$	45,112	$	26,266	$	104,111	$	25,338	$	149,186	$	—	$	—	$	391,661
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		4,400		—		—		4,400
Doubtful		—		—		—		—		—		—		—		—		—
Total		41,648		45,112		26,266		104,111		25,338		153,586		—		—		396,061
Current period gross charge-offs		—		3,176		—		—		—		1,572		—		—		4,748

Commercial real estate:
Pass		27,401		25,428		1,786		2,739		56,004		19,703		—		—		133,061
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		27,401		25,428		1,786		2,739		56,004		19,703		—		—		133,061
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

1-4 family:
Pass		—		—		—		—		1,762		7,200		—		—		8,962
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		—		—		—		—		1,762		7,200		—		—		8,962
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Commercial:
Pass		19,007		97,741		40,993		18,034		1,586		836		1,145,189		13,305		1,336,691
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		736		—		736
Doubtful		—		—		—		—		—		—		—		—		—
Total		19,007		97,741		40,993		18,034		1,586		836		1,145,925		13,305		1,337,427
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Consumer:
Pass		861		1,232		673		1,937		588		920		15,530		5,019		26,760
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		861		1,232		673		1,937		588		920		15,530		5,019		26,760
Current period gross charge-offs		—		—		4		113		35		—		—		—		152

Total:
Pass		88,917		169,513		69,718		126,821		85,278		177,845		1,160,719		18,324		1,897,135
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		4,400		736		—		5,136
Doubtful		—		—		—		—		—		—		—		—		—
Total loans	$	88,917	$	169,513	$	69,718	$	126,821	$	85,278	$	182,245	$	1,161,455	$	18,324	$	1,902,271
Total current period gross charge-offs	$	—	$	3,176	$	4	$	113	$	35	$	1,572	$	—	$	—	$	4,900

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	December 31, 2025
	2025		2024		2023		2022		2021		2020 and Prior		Revolving		Revolving-Term		Total

	(In thousands)
Multifamily:
Pass	$	45,320	$	26,402	$	104,575	$	26,107	$	98,922	$	57,783	$	—	$	—	$	359,109
Special Mention		—		—		—		—		6,019		—		—		—		6,019
Substandard		7,836		—		—		—		—		—		—		—		7,836
Doubtful		—		—		—		—		—		—		—		—		—
Total		53,156		26,402		104,575		26,107		104,941		57,783		—		—		372,964
Current period gross charge-offs		—		—		—		—		—		3,275		—		—		3,275

Commercial real estate:
Pass		25,648		1,803		2,785		56,556		6,823		13,658		—		—		107,273
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		25,648		1,803		2,785		56,556		6,823		13,658		—		—		107,273
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

1-4 family:
Pass		—		—		—		1,783		—		8,058		—		—		9,841
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		—		—		—		1,783		—		8,058		—		—		9,841
Current period gross charge-offs		—		—		—		—		—		79		—		—		79

Commercial:
Pass		115,547		40,222		25,418		6,247		1,154		271		1,046,671		3,036		1,238,566
Special Mention		—		—		—		1,290		—		—		4,989		—		6,279
Substandard		—		—		—		—		—		—		736		—		736
Doubtful		—		—		—		—		—		—		—		—		—
Total		115,547		40,222		25,418		7,537		1,154		271		1,052,396		3,036		1,245,581
Current period gross charge-offs		—		—		—		—		—		—		3,250⁽¹⁾		—		3,250⁽¹⁾

Consumer:
Pass		2,128		794		2,460		851		—		974		13,354		2,207		22,768
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		2,128		794		2,460		851		—		974		13,354		2,207		22,768
Current period gross charge-offs		—		—		—		57		—		—		—		—		57

Total:
Pass		188,643		69,221		135,238		91,544		106,899		80,744		1,060,025		5,243		1,737,557
Special Mention		—		—		—		1,290		6,019		—		4,989		—		12,298
Substandard		7,836		—		—		—		—		—		736		—		8,572
Doubtful		—		—		—		—		—		—		—		—		—
Total loans	$	196,479	$	69,221	$	135,238	$	92,834	$	112,918	$	80,744	$	1,065,750	$	5,243	$	1,758,427
Total current period gross charge-offs	$	—	$	—	$	—	$	57	$	—	$	3,354	$	3,250⁽¹⁾	$	—	$	6,661

(1)

Represents a commercial loan to a small business merchant.

The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. For smaller dollar commercial and consumer loan classes, the Company evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity.

Loan Modifications to Borrowers Experiencing Financial Difficulty

During the three and six months ended June 30, 2026 the Company did not modify the terms of any loans or commitments to lend to borrowers experiencing financial difficulty in the form of an interest rate reduction, term extension, principal forgiveness, or other-than-insignificant payment delay.

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During the three and six months ended June 30, 2025 the Company modified the terms of one $10.9 million multifamily loan which was restructured into two notes for $8.0 million and $2.9 million, respectively, with an extension resulting in an 18 month remaining term where the $2.9 million note was charged off and the $8.0 million note was at market terms.

The Company closely monitors the performance of modified loans to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The Company modified one multifamily loan in the second quarter of 2025 for a borrower experiencing financial difficulty. During the six months ended June 30, 2026, the Company foreclosed on the property securing this nonaccrual multifamily loan (totaling $7.8 million), and was accounted for as a new loan, recorded it as other real estate owned (“OREO”), recorded a charge-off totaling $3.2 million (consisting of principal and certain costs to perfect its lien), and sold the OREO to an unrelated third party.

Pledged Loans

At June 30, 2026, loans totaling $346.2 million were pledged to the FHLB for borrowing capacity totaling $249.5 million. At December 31, 2025, loans totaling $319.4 million were pledged to the FHLB for borrowing capacity totaling $219.8 million.

NOTE 4 — Noninterest Income

The majority of the Company’s revenue-generating transactions are not subject to Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, including revenue generated from financial instruments, such as loans, letters of credit, and investment securities. Descriptions of revenue-generating activities that are within the scope of ASC 606, and are presented in the Consolidated Statements of Income as components of noninterest income, are as follows:


		Three Months Ended June 30,						Six Months Ended June 30,
		2026			2025			2026			2025

		(In thousands)
Payment processing fees:
Payment processing income		$	4,950		$	4,950		$	9,920		$	9,700
ACH income			176			157			349			319
Total payment processing fees			5,126			5,107			10,269			10,019
Customer related fees, service charges and other:
Administrative service income			1,092			643			2,229			1,523
Gain on equity investment ⁽¹⁾			—			432			—			432
Other			165			395			340			754
Total customer related fees, service charges and other			1,257			1,470			2,569			2,709
Total noninterest income		$	6,383		$	6,577		$	12,838		$	12,728

(1)

Represents a valuation adjustment, not within the scope of ASC 606.

The Company has made no significant judgments in applying the revenue guidance prescribed in ASC 606 that affect the determination of the amount and timing of revenue from the above-described contracts with customers.

●

Payment processing income – We provide payment processing services as an acquiring bank through the third-party or independent sales organization (“ISO”) business model in which we process credit and debit card transactions on behalf of merchants. We enter into a tri-party merchant agreement, between the Company, ISO and each merchant. The Company’s performance obligation is clearing and settling credit and debit transactions on behalf of the merchants. The Company recognizes revenue monthly once it summarizes and computes all revenue and expenses applicable to each ISO, which is our performance obligation.

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●

ACH income – We provide ACH services for merchants and other commercial customers. Contracts are entered into with third parties that require ACH transactions processed on behalf of their customers. Fees are variable and based on the volume of transactions within a given month. Our performance obligations are processing and settling ACHs on behalf of the customers. Our obligation is satisfied within each business day when the transactions (ACH files) are sent to the FRB for clearing. Revenue is recognized based on the total volume of transactions processed that month for a given customer.

●

Administrative service income – Administrative service income is derived primarily from the management of qualified settlement funds (“QSFs”), which are funds from settled mass torts and class action lawsuits. Our performance obligations with the QSFs are outlined in court approved orders which includes ensuring funds are invested into safe investment vehicles such as U.S. treasuries and FDIC insured products. Our fees for placing these funds in appropriate vehicles are earned over the course of a month, representing the period over which the Company satisfies the performance obligation.

●

Other – The other category includes revenue from service charges on deposit accounts, debit card fees, asset management fees, and certain loan related fees where revenue is recognized as performance obligations are satisfied.

NOTE 5 — Share-Based Payment Plans

The Company issues incentive and non-statutory stock options, restricted stock awards (“RSAs”), and performance restricted stock units (“PSUs”) to certain employees and directors pursuant to its equity incentive plans, which have been approved by the stockholders. Share-based awards are granted by the Compensation Committee of the Board of Directors.

Under the plans, options are granted with an exercise price equal to the fair value of the Company’s stock at the date of the grant. Options granted vest over three to five years and have ten-year contractual terms. All options provide for accelerated vesting upon a change in control (as defined in the plans).

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses assumptions for expected stock price volatility, expected terms of options granted, and risk-free interest rate. Expected volatilities are based on peer volatility. The Company uses peer data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on peer data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

Restricted shares are granted at the fair value on the date of grant and vest over three to six years with a third vesting at each of the last three anniversary dates. Restricted shares have the same voting rights as common stock and nonvested restricted shareholders do not have rights to the accrued dividends until vested.

Share payouts of PSUs will be earned based on the Company’s performance with respect to two equally weighted metrics, return on average assets and diluted EPS growth. Performance is measured against pre-established financial targets over a two-year performance period and will cliff vest on the three-year anniversary from the date of grant. Compensation expense on PSUs is based upon the fair value of the shares on the date of the grant for the expected aggregate share payout.

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The following table presents a summary of the activity related to options for the six months ended June 30, 2026:


		Six Months Ended June 30, 2026
							Weighted
				Weighted			Average
				Average			Remaining
				Exercise			Contractual
		Options		Price			Life (Years)
Outstanding at beginning of year		376,910		$	34.88
Granted		—			—
Exercised		(92,416)			16.59
Forfeited		—			—
Expired		—			—
Outstanding at period end		284,494		$	40.82		5.35
Vested or expected to vest		284,494		$	40.82		5.35
Exercisable at period end		228,027		$	30.78		4.56

The Company recognized compensation expense related to options of $208 thousand and $184 thousand for the three months ended June 30, 2026 and 2025, respectively. The Company recognized compensation expense related to options of $413 thousand and $369 thousand for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026, unrecognized compensation cost related to nonvested options was approximately $1.2 million and is expected to be recognized over a weighted average period of 1.94 years. The intrinsic value for outstanding options, net of expected forfeitures was $22.3 million at June 30, 2026. The intrinsic value for exercisable options was $20.1 million at June 30, 2026.

Information related to stock option exercises during each period is as follows:


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025

		(In thousands)
Intrinsic value of options exercised		$	1,322		$	3,849		$	8,183		$	8,625
Cash received from option exercises			151			471			262			480
Excess tax benefit from option exercises			225			916			471			1,147

The following table presents a summary of the activity related to restricted stock for the six months ended June 30, 2026:


		Six Months Ended June 30, 2026
			Weighted Average
			Grant Date
		Shares	Fair Value
Outstanding at beginning of year		364,034	$	50.28
Granted		17,926		109.54
Vested		(15,774)		67.07
Forfeited		—		—
Outstanding at period end		366,186	$	52.46

The Company recognized compensation expense related to restricted stock of $1.2 million and $869 thousand for the three months ended June 30, 2026 and 2025, respectively. The Company recognized compensation expense related to restricted stock of $2.8 million and $1.7 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there was $11.6 million of total unrecognized compensation cost related to nonvested shares granted under the plan. The cost is expected to be recognized over a weighted-average period of 3.27 years.

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The following table presents a summary of the activity related to PSUs for the six months ended June 30, 2026:


		Six Months Ended June 30, 2026
			Weighted Average
			Grant Date
		Units	Fair Value
Expected aggregate share payout at beginning of year		19,474	$	85.32
Granted		17,926		109.54
Vested		—		—
Forfeited		—		—
Expected aggregate share payout at period end		37,400	$	96.93
Minimum aggregate share payout at period end		—		—
Maximum aggregate share payout at period end		56,100	$	96.93

The Company recognized compensation expense related to PSUs of $301 thousand and $138 thousand for the three months ended June 30, 2026 and 2025, respectively. The Company recognized compensation expense related to PSUs of $548 thousand and $218 thousand for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there was $2.6 million of total unrecognized compensation cost related to nonvested PSUs based on the expected aggregate share payout to be recognized over a weighted-average period of 2.25 years.

NOTE 6 — Earnings per Share

The factors used in the earnings per share computation follow:


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025

		(Dollars in thousands, except per share data)
Basic:
Net income		$	12,978		$	11,890		$	25,189		$	23,297
Weighted average shares outstanding			8,274,280			8,029,541			8,263,559			8,009,382
Basic earnings per share		$	1.57		$	1.48		$	3.05		$	2.91

Diluted:
Net income		$	12,978		$	11,890		$	25,189		$	23,297
Weighted average shares outstanding for basic earnings per share			8,274,280			8,029,541			8,263,559			8,009,382
Add: Dilutive effects of share based awards			452,075			609,497			449,980			611,119
Weighted average shares and dilutive potential shares			8,726,355			8,639,038			8,713,539			8,620,501
Diluted earnings per share		$	1.49		$	1.38		$	2.89		$	2.70

Share-based awards totaling 22,737 and 43,852 shares of common stock were not considered in computing diluted earnings per common share for the three months ended June 30, 2026 and 2025, respectively, because they were anti-dilutive. Share-based awards totaling 22,737 and 63,326 shares of common stock were not considered in computing diluted earnings per common share for the six months ended June 30, 2026 and 2025, respectively, because they were anti-dilutive.

NOTE 7 — Leases

The Company recognizes the present value of its operating lease payments related to its office facilities and retail branches as operating lease assets and corresponding lease liabilities on the Consolidated Statements of Financial Condition. These operating lease assets represent the Company’s right to use an underlying asset for the lease term, and the lease liability represents the Company’s obligation to make lease payments over the lease term. As these leases do not provide an implicit rate, the Company used its incremental borrowing rate, the rate of interest to borrow on a collateralized basis for a similar term, at the lease commencement date in order to determine present value.

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Short-term lease payments, those leases with original terms of 12 months or less, are recognized in the Consolidated Statements of Income, on a straight-line basis over the lease term. Certain leases may include one or more options to renew. The exercise of lease renewal options is typically at the Company’s discretion and are included in the operating lease liability if it is reasonably certain that the renewal option will be exercised. Certain real estate leases may contain lease and non-lease components, such as common area maintenance charges, real estate taxes, and insurance, which are generally accounted for separately and are not included in the measurement of the lease liability since they are generally able to be segregated. The Company does not sublease any of its leased properties. The Company does not lease properties from any related parties.

As of June 30, 2026, right of use (“ROU”) lease assets and related lease liabilities were $1.7 million and $2.2 million, respectively. As of December 31, 2025, ROU lease assets and related lease liabilities were $2.1 million and $2.6 million, respectively. ROU assets are included within Other assets and related lease liabilities are included within Accrued expenses and other liabilities on the Consolidated Statements of Financial Condition.

As of June 30, 2026, the Company was obligated under several non-cancelable leases for certain premises and equipment. The minimum annual rental commitments, exclusive of taxes and other charges, under non-cancelable lease agreements for premises at June 30, 2026, are summarized as follows:


		Operating Lease
		Liabilities
		(In thousands)
2026	$	464
2027		240
2028		248
2029		255
2030		263
Thereafter		1,129
Total operating lease payments		2,599
Less: interest		428
Present value of operating lease liabilities	$	2,171

In addition to the table above, as of June 30, 2026, the Company had an additional operating lease commitment for its future corporate headquarters of approximately $24.4 million that has been executed but not yet commenced. This operating lease is expected to commence no earlier than the end of the second quarter of 2027 with a lease term of 12.25 years.


	June 30,
	2026			2025
Weighted-average remaining lease term		7.22	years		6.62	years
Weighted-average discount rate		4.61	%		4.29	%

The components of total lease cost are as follows:


		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2026		2025		2026		2025

		(In thousands)
Operating lease cost		$	222	$	222	$	445	$	445
Short-term lease cost			35		30		70		46
Total lease cost		$	257	$	252	$	515	$	491

Cash paid for operating leases		$	299	$	287	$	595	$	562

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NOTE 8 — Fair Value Measurements

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values.

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

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

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

For available-for-sale securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2).

Assets and liabilities measured at fair value on a recurring basis are summarized below:


		Fair Value Measurements Using
		Quoted Prices In Active Markets For Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs
		(Level 1)			(Level 2)			(Level 3)

		(In thousands)
June 30, 2026
Assets
Securities available-for-sale
Mortgage-backed securities – agency		$	—		$	81,219		$	—
CMOs – agency			—			158,927			—
Total available-for-sale		$	—		$	240,146		$	—

December 31, 2025
Assets
Securities available-for-sale
Mortgage-backed securities – agency		$	—		$	85,695		$	—
CMOs – agency			—			160,810			—
Total available-for-sale		$	—		$	246,505		$	—

There were no transfers between Level 1 and Level 2 during the three and six months ended June 30, 2026 and 2025.

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The following tables present the carrying amounts and fair values (represents exit price) of financial instruments not carried at fair value at June 30, 2026 and December 31, 2025:


		Fair Value Measurement at June 30, 2026, Using:
		Carrying
		Value			(Level 1)			(Level 2)			(Level 3)			Total

		(In thousands)
Financial Assets:
Cash and cash equivalents		$	242,183		$	242,183		$	—		$	—		$	242,183
Securities, held-to-maturity			56,099			—			51,111			—			51,111
Securities, restricted, at cost			3,196			N/A			N/A			N/A			N/A
Loans held for investment, net			1,877,547			—			—			1,849,747			1,849,747
Accrued interest receivable			13,572			—			1,134			12,438			13,572

Financial Liabilities:
Time deposits			5,772			—			5,717			—			5,717
Demand and other deposits			2,173,921			2,173,921			—			—			2,173,921
Secured borrowings			39			—			—			39			39
Accrued interest payable			1			—			1			—			1


		Fair Value Measurement at December 31, 2025, Using:
		Carrying
		Value			(Level 1)			(Level 2)			(Level 3)			Total

		(In thousands)
Financial Assets:
Cash and cash equivalents		$	235,887		$	235,887		$	—		$	—		$	235,887
Securities, held-to-maturity			60,193			—			55,500			—			55,500
Securities, restricted, at cost			3,173			N/A			N/A			N/A			N/A
Loans held for investment, net			1,734,405			—			—			1,710,581			1,710,581
Accrued interest receivable			12,640			—			1,147			11,493			12,640

Financial Liabilities:
Time deposits			6,172			—			6,146			—			6,146
Demand and other deposits			2,056,835			2,056,835			—			—			2,056,835
Secured borrowings			40			—			—			40			40
Accrued interest payable			1			—			1			—			1

NOTE 9 — Accumulated Other Comprehensive Loss

The following presents changes in accumulated other comprehensive loss by component, net of tax, for the three and six months ended June 30, 2026 and 2025:


		Three Months Ended June 30,						Six Months Ended June 30,
		2026			2025			2026			2025

		(In thousands)
Unrealized (Losses) Gains on Securities Available-for-Sale
Beginning balance		$	(9,449)		$	(11,683)		$	(8,489)		$	(14,287)
Other comprehensive (loss) income, net of tax			(335)			764			(1,295)			3,368
Net current period other comprehensive (loss) income			(335)			764			(1,295)			3,368
Ending balance		$	(9,784)		$	(10,919)		$	(9,784)		$	(10,919)

There were no reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2026 and 2025.

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

General

Management’s discussion and analysis of financial condition at June 30, 2026 and December 31, 2025 and results of operations for the three and six months ended June 30, 2026 and 2025 is intended to assist in understanding the financial condition and results of operations of Esquire Financial Holdings, Inc. The information contained in this section should be read in conjunction with the unaudited Consolidated Financial Statements and the notes thereto appearing in Part I, Item 1, of this quarterly report on Form 10-Q and the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements, which can be identified by the use of words such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “attribute,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “aim,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements include, but are not limited to:

●

statements of our goals, intentions and expectations;

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statements regarding our business plans, prospects, growth and operating strategies;

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statements regarding the quality of our loan and investment portfolios; and

●

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this quarterly report.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

●

our ability to manage our operations under the current economic conditions nationally and in our market area;

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adverse changes in the financial industry, securities, credit, national and local real estate markets (including real estate values);

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risks related to a high concentration of loans secured by real estate located in our market area;

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risks related to a high concentration of loans and deposits dependent upon the legal and “litigation” market;

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the impact of any potential strategic transactions;

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unexpected outflows of uninsured deposits could require us to sell investment securities at a loss;

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our ability to enter new markets successfully and capitalize on growth opportunities;

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●

significant increases in our credit losses, including as a result of our inability to resolve classified and nonperforming assets or reduce risks associated with our loans, and management’s assumptions in determining the adequacy of the allowance for credit losses;

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interest rate fluctuations, which could have an adverse effect on our profitability;

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the imposition of tariffs or other domestic or international governmental policies impacting the value of the products of our borrowers;

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external economic and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the Board of Governors of the Federal Reserve System (“FRB”), inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits, which may have an adverse impact on our financial condition;

●

continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies, many of which are subject to different regulations than we are;

●

credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for credit losses and provision for credit losses;

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our success in increasing our legal and “litigation” market lending;

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our ability to attract and maintain deposits and our success in introducing new financial products;

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losses suffered by merchants or Independent Sales Organizations (“ISOs”) with whom we do business;

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our ability to effectively manage risks related to our payment processing business;

●

changes in interest rates generally, including changes in the relative differences between short-term and long-term interest rates and in deposit interest rates, that may affect our net interest margin and funding sources;

●

fluctuations in the demand for loans;

●

technological changes that may be more difficult or expensive than expected;

●

changes in consumer spending, borrowing and savings habits;

●

declines in our payment processing income as a result of reduced demand, competition and changes in laws or government regulations or policies affecting financial institutions, which could result in, among other things, increased deposit insurance premiums and assessments, capital requirements, regulatory fees and compliance costs;

●

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board (“FASB”), the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

●

loan delinquencies and changes in the underlying cash flows of our borrowers;

●

the impairment of our investment securities;

●

our ability to control costs and expenses;

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●

the failure or security breaches of computer systems on which we depend;

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acts of war, terrorism, natural disasters, global market disruptions, including global pandemics or political instability;

●

the effects of any federal government shutdown or reduction in force;

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competition and innovation with respect to financial products and services by banks, financial institutions and non-traditional providers, including retail businesses and technology companies;

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changes in our organization and management and our ability to retain or expand our management team and our board of directors, as necessary;

●

the costs and effects of legal, compliance and regulatory actions, changes and developments, including the initiation and resolution of legal proceedings, regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations and reviews;

●

the possibility that the anticipated benefits of the Merger will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where we do business;

●

the possibility that we may be unable to achieve expected synergies and operating efficiencies in the Merger within the expected timeframes or at all and to successfully integrate Signature’s operations with our operations, and that such integration may be more difficult, time consuming or costly than expected;

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revenues following the Merger may be lower than expected;

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the ability of key third-party service providers to perform their obligations to us; and

●

other economic, competitive, governmental, legal, regulatory and operational factors affecting our operations, pricing, products and services described elsewhere in this Quarterly Report on Form 10-Q.

The foregoing factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in our Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by subsequent Quarterly Reports on Form 10-Q. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Subsequent Events - Signature Merger

Effective on August 1, 2026, the Company completed its previously announced merger with Signature Bancorporation, Inc., an Illinois corporation, pursuant to the Merger Agreement by and among the Company, Merger Sub and Signature. See Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, in Notes to Interim Consolidated Financial Statements for additional information regarding the Merger.

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Critical Accounting Estimates

A summary of our significant accounting policies is described in Note 1 to the Consolidated Financial Statements included in our Annual Report. Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Management believes that the most critical accounting policies, which involve the most complex or subjective decisions or assessments, are as follows:

Allowance for Credit Losses on Loans Held for Investment. Management considers the accounting policy relating to the allowance for credit losses on loans held for investment to be a critical accounting policy given the inherent subjectivity and uncertainty in estimating the levels of the allowance required to cover credit losses in the portfolio and the material effect that such judgments can have on the results of operations. See Note 1 “Business and Summary of Significant Accounting Policies” in our Annual Report for discussion of our allowance for credit losses on loans held for investment policy.

The Company is required under the CECL Standard to estimate and record lifetime credit losses expected to be incurred on such financial instruments over the entire contractual term at the time they are recorded in the financial statements, such as with the funding or purchasing of a loan, or a commitment to lend unless the commitment is unconditionally cancellable. Because this allowance methodology follows a forward-looking lifetime expected loss approach, it is not necessary for a loss event to have been incurred before a credit loss is recognized. The estimation process in determining an appropriate level for the allowance for credit losses requires consideration of past events, current conditions, and reasonable and supportable forecasts, and involves a significant degree of management judgment. The Company determines the allowance for credit losses using methods it believes are appropriate given the characteristics of each loan portfolio and applies these methods consistently over time.

The Company employs a static pool methodology for all loan segments. In a static pool approach, statistical information about a pool of loans originated during a specified period is tracked over its life (including losses, delinquencies, and prepayments). In general, this methodology operates by calculating a rate representing the current balance expected to not be collected for each pool. This loss rate is then applied against the current portfolio loans with similar characteristics of those established in the pool.

In accordance with the CECL Standard, the Company must estimate expected credit losses over the contractual term of a loan, adjusted for expected prepayments. In estimating the life of a loan, the Company cannot extend the contractual term of a loan for expected extensions, renewals, and modifications, unless there is a borrower-held extension or renewal option that is not unconditionally cancelable. In developing the estimate of expected credit losses, the Company must reflect information about past events, current conditions, and reasonable and supportable forecasts. This information should include what is reasonably available without undue cost and effort and may include information sourced internally, externally, or a combination of both.

The estimation of expected credit losses requires the use of forward-looking information that is both reasonable and supportable, including information that relates to economic forecasts and how those forecasts are expected to impact expected future losses. The Company incorporates reasonable and supportable forecasts as qualitative adjustments applied to the historical loss rates over the reasonable and supportable forecast period. The CECL Standard does not require a specific method for developing economic forecasts, nor does it require a specific timeframe over which a reasonable and supportable forecast should be employed in the Company’s CECL model. While the Company is not precluded from utilizing economic forecasts over the entire contractual term of a loan, the Company utilizes forecasts it believes are reasonable and supportable. The Company considers its methodologies to determine reasonable and supportable forecasts and reversion techniques to be accounting estimates rather than accounting policies or principles. For periods beyond which the Company is unable to determine a reasonable and supportable forecast, it will revert to unadjusted historical loss information in accordance with the CECL Standard. Management assesses the sensitivity of key assumptions by

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stressing the quantitative inputs utilized in its economic forecasts. This sensitivity analysis provides management with a hypothetical result to assess the sensitivity of our allowance for credit losses to a change in a key quantitative input.

Qualitative factors are used to supplement the static pool methodology to determine total estimated expected credit losses during a given period. Because the static pool methodology estimates losses based on historical loss information, management utilizes qualitative factors to measure expected credit losses which are not sufficiently captured within the static pool model during a given period.

On a quarterly basis, management determines the extent to which qualitative factors are used to bring the allowance for credit losses to a level deemed appropriate. These adjustments to the allowance for credit losses may be positive or negative to the quantitatively modeled results from the static pool methodology. Final qualitative adjustments to the allowance for credit losses are subject to management judgment.

The Company measures the allowance for credit losses on a collective basis by pooling loans according to similar risk characteristics. When a loan is deemed to no longer share risk characteristics similar to others in the portfolio, the Company evaluates such loans on an individual basis. Management may consider changes to a borrower’s circumstances impacting cash collections, delinquency and non-accrual status, probability of default, industry, or other facts and circumstances when determining whether a loan shares risk characteristics with other loans in a pool. For a loan that does not share risk characteristics with other loans in a pool and is not collateral dependent, expected credit loss is measured based on the discounted value of the expected future cash flows and the amortized cost of the loan. If an entity determines that foreclosure of the collateral is probable, the CECL Standard requires the entity to measure expected credit losses of collateral dependent loans based on the difference between the current fair value of the collateral and the amortized cost basis of the financial asset. As of June 30, 2026, there was one collateral dependent multifamily loan secured by real estate totaling $4.4 million and one collateral dependent commercial loan secured by business assets totaling $736 thousand that was individually analyzed, with no associated specific reserve on the Consolidated Statements of Financial Condition.

When applying this critical accounting estimate, management’s inputs and estimates of the timing and amounts of future losses are subject to significant judgment as these projected cash flows rely upon factors that depend on current or expected future conditions. Management expects there to be differences between actual and estimated results.

Future changes to the allowance for credit losses may be necessary based on changes in economic, market, or other conditions. Changes to estimates could result in a material change in the allowance for credit losses and charges to provision for credit losses would materially decrease the Company’s net income. The Company’s loan portfolio may experience significant credit losses, which could have a material adverse effect on our operating results.

Overview

We are a financial holding company headquartered in Jericho, New York and registered under the Bank Holding Company Act of 1956, as amended. Through our wholly owned bank subsidiary, Esquire Bank, National Association (“Esquire Bank” or the “Bank”), we are a full service commercial bank dedicated to serving the financial needs of the legal and small business communities on a national basis, and commercial and retail customers in the New York and Los Angeles metropolitan markets. We offer tailored products and solutions to the legal community and their clients as well as dynamic and flexible payment processing solutions to small business owners, both on a national basis. We also offer traditional banking products for businesses and consumers in our local market areas (a subset of the New York and Los Angeles metropolitan markets).

Our results of operations depend primarily on our net interest income which is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for credit losses, noninterest income and noninterest expense. Noninterest income currently consists primarily of payment processing fees, administrative service payment (“ASP”) fee income and customer related fees and charges. Noninterest expense currently consists primarily of employee compensation and benefits, data processing costs, occupancy and equipment costs and professional and consulting services. Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies, the litigation market and actions of regulatory authorities.

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The Company’s foundation for success has been our nationwide branchless litigation and payment processing verticals supported by our forward-thinking senior managers, outstanding client service teams, and inclusive corporate culture. The future of our success will be the ability to continue developing and embracing cutting-edge technology to significantly leverage these verticals, differentiating us from other technology enabled financial firms and creating the catalyst for industry leading growth and returns.

Litigation Market Commercial Banking. The litigation market has been and will continue to be a significant growth opportunity for our Company as we offer focused and tailored products and services to law firms nationally. U.S. tort actions alone are estimated to consume approximately 2.1% of U.S. GDP annually according to the U.S. Chamber of Commerce Institute for Legal Reform (“Tort Costs in America – An Empirical Analysis of Costs and Compensation of U.S. Tort System”) published in November 2024 with an estimated total addressable market (“TAM”) of $529 billion for 2022. We do not compete directly with non-bank finance companies, the primary funders in this market, and believe there are various and significant barriers to entry including, but not limited to, our clear industry track record for decades, extensive in-house experience, deep relationships with respected firms nationally, and unique products tailored to commercial law firms’ needs and wants.

We currently have lending clients in 33 states and our larger markets include California, New York and Texas. Our success is tied to our unique ability to couple traditional commercial underwriting with non-traditional asset-based underwriting. Our team understands law firms’ contingent case inventory valuation process (as well as traditional hourly billing firms). Typically, these inventories of claims for injured consumers or claimants have a duration of 2 to 3 years, significantly longer than traditional accounts receivables or inventories of goods that can have a duration of 30 to 60 days or 120 days, respectively. These factors (the unique industry, contingent collateral, longer durations of the law firms’ inventories, atypical revenue streams of the law firms and more) coupled with the TAM create a unique and valuable opportunity for the Company with minimal incumbent competition. This unique risk profile translates into a blended 8.80% variable rate asset yield on these commercial loans for the quarter ended June 30, 2026. More importantly, since our commercial banking platform is focused on full service relationship banking, for every $1.00 we advance on these loans we receive on average $1.33 of low-cost core operating and escrow deposits from these law firms through our branchless platform, fueling and funding additional growth in our other asset classes. Our extremely low historic delinquency rates and low charge-off rates clearly demonstrate our strong underwriting process and expertise in the litigation vertical. Our longer duration escrow or claimant trust settlement deposits represent accounts where the law firm is trustee for the claimant settlement funds and represent $1.31 billion, or 60%, of total deposits at June 30, 2026. These law firm escrow accounts as well as other fiduciary deposit accounts are for the benefit of the law firm’s customers (or claimants) and are titled in a manner to ensure that the maximum amount of FDIC insurance coverage passes through the account to the beneficial owner of the funds held in the account. Therefore, these law firm escrow accounts carry FDIC insurance at the claimant settlement level, not at the deposit account level. Coupling these types of commercial relationships with our off-balance sheet (“OBS”) commercial litigation funds of $1.0 billion at June 30, 2026, makes this litigation vertical a highly desirable core low-cost funding platform fueling bank-wide growth.

Payment Processing. The payment processing (merchant acquiring) market will continue to be a growth opportunity for our company, as we offer focused and tailored products and services to small businesses nationally. The payment industry grew approximately 8% on a compound annual growth rate from 2021 to 2025 with payment volumes or TAM of $12.2 trillion according to company records on U.S. payment industry trends. Couple this with the fact that there are less than 100 acquiring financial institutions in the U.S., this vertical represents a growth opportunity for our Company. We believe there are various and significant barriers to entry to this market including, but not limited to, our industry track record, extensive in-house experience, strong relationships with non-bank acquirers, and our unique approach to servicing these small business merchants and their respective verticals. We use proprietary and industry leading/customized technology to ensure card brand and regulatory compliance, to support multiple processing platforms, to manage daily risk across approximately 93,000 small business merchants in all 50 states, and to perform commercial treasury clearing services for approximately $11 billion in volume across 153 million in transactions in the quarter ended June 30, 2026.

Proprietary Technology. We are a digital-first organization utilizing highly specialized, proprietary technology to drive growth and maintain industry-leading client retention. Built upon a foundation of safety and soundness, our core banking platforms are uniquely customized to align with our clients in the legal industry. This specialized focus ensures

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our clients have access to tailored banking solutions that foster relationship building and long-term brand loyalty. Furthermore, our continued investment in an integrated CRM and loan platforms - built on Salesforce and nCino - enables superior client service and precision marketing on a national scale.

The success of our national litigation and payment processing verticals coupled with our focus on financial technology (“fin-tech”) has led to industry leading performance. For the quarter ended June 30, 2026, we have produced industry leading returns including, but not limited to, an average return on assets and equity of 2.09% and 17.06%, respectively; industry leading net interest margin of 5.96%; strong efficiency ratio of 50.1%; and diversified revenue streams as demonstrated by a strong net interest margin and stable fee income representing 15% of total revenue. Coupling these performance metrics with strong balance sheet management including, but not limited to, loan portfolio diversification, an asset sensitive balance sheet with approximately 70% of our loans being variable rate and tied to prime (with interest rate floors in place on 90% of our variable rate loan portfolio), solid credit metrics, a stable low cost deposit base, and strong available liquidity of $1.19 billion with no outstanding borrowings, positions our Company for future growth and success.

Comparison of Financial Condition at June 30, 2026 and December 31, 2025

Assets. Our total assets were $2.51 billion at June 30, 2026, an increase of $145.4 million, or 6.1%, from $2.37 billion at December 31, 2025, due to growth in loans held for investment of $143.8 million, or 8.2%, and increases in cash and cash equivalents of $6.3 million, or 2.7%, offset by decreases in securities available-for-sale of $6.4 million, or 2.6% and decreases in securities held-to-maturity of $4.1 million, or 6.8%.

Loan Portfolio Analysis. At June 30, 2026, loans, net of deferred fees and unearned premiums, were $1.90 billion, or 87.3% of total deposits, compared to $1.76 billion, or 85.2% of total deposits, at December 31, 2025. The growth in loans was primarily driven by net production in commercial loans and to a lesser extent, multifamily and commercial real estate loans. Commercial loans increased $91.6 million, or 7.4%, to $1.34 billion at June 30, 2026 from $1.25 billion at December 31, 2025. Commercial real estate loans increased $25.8 million, or 24.0%, to $133.1 million at June 30, 2026 from $107.3 million at December 31, 2025. Multifamily loans increased $23.1 million, or 6.2%, to $395.9 million at June 30, 2026 from $372.8 million at December 31, 2025.

Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated:


		June 30,					December 31,
		2026					2025
		Amount			Percent		Amount			Percent

		(Dollars in thousands)
Real estate:
Multifamily		$	395,886		20.8	%	$	372,800		21.2	%
Commercial real estate			133,096		7.0			107,293		6.1
1 – 4 family			8,959		0.5			9,835		0.6
Total real estate			537,941		28.3			489,928		27.9
Commercial			1,337,108		70.3			1,245,555		70.8
Consumer			26,756		1.4			22,762		1.3
Total loans held for investment		$	1,901,805		100.0	%	$	1,758,245		100.0	%
Deferred loan fees and unearned premiums, net			466					182
Allowance for credit losses			(24,724)					(24,022)
Loans held for investment, net		$	1,877,547				$	1,734,405

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The following table sets forth the composition of our held for investment Litigation-Related Loan portfolio by type of loan at the dates indicated:


		June 30,						December 31,
		2026						2025
		Amount			Percent			Amount			Percent

		(Dollars in thousands)
Litigation-Related Loans:
Commercial Litigation-Related:
Working capital lines of credit		$	854,293		65.8	%		$	782,182		66.2	%
Case cost lines of credit			257,629		19.9				209,469		17.7
Term loans			182,970		14.1				186,674		15.8
Total Commercial Litigation-Related			1,294,892		99.8				1,178,325		99.7
Consumer Litigation-Related:
Post-settlement consumer loans			2,860		0.2				3,130		0.3
Total Consumer Litigation-Related			2,860		0.2				3,130		0.3
Total Litigation-Related Loans		$	1,297,752		100.0	%		$	1,181,455		100.0	%

At June 30, 2026, our Litigation-Related loans, which include commercial and consumer lending to attorneys, law firms and plaintiffs/claimants, totaled $1.30 billion, or 68.2% of our total loan portfolio, compared to $1.18 billion, or 67.2% of our total loan portfolio at December 31, 2025. We also had Commercial Litigation-Related committed and uncommitted undrawn lines of credit totaling $113.2 million and $924.0 million, respectively, at June 30, 2026.

Litigation-Related post-settlement consumer loans decreased $271 thousand to $2.9 million as of June 30, 2026, from $3.1 million as of December 31, 2025.

Debt Securities Portfolio. Securities available-for-sale decreased $6.4 million, or 2.6%, to $240.1 million at June 30, 2026 from $246.5 million at December 31, 2025, due to portfolio amortization of $34.4 million and increases in unrealized losses of $1.5 million, offset by securities purchases of $29.7 million. Securities held-to-maturity decreased $4.1 million, or 6.8%, to $56.1 million at June 30, 2026 from $60.2 million at December 31, 2025, driven by portfolio amortization.

Funding. Total deposits increased $116.7 million, or 5.7% to $2.18 billion at June 30, 2026 from $2.06 billion at December 31, 2025, primarily due to our focus on developing full service commercial banking relationships nationally with our clients through commercial lending facilities, payment processing, and other unique commercial cash management services in our two national verticals. Core deposits, which we define as total deposits excluding time deposits, totaled $2.17 billion at June 30, 2026, or 99.7% of total deposits, compared to $2.06 billion or 99.7% of total deposits at December 31, 2025. Litigation and payment processing deposits represent $1.86 billion, or 85.3%, of total deposits at June 30, 2026. Savings, NOW and money market deposits increased $141.4 million, or 9.6%, to $1.62 billion while noninterest bearing demand deposits decreased $24.3 million, or 4.2%, to $552.1 million at June 30, 2026.

Core commercial relationship banking clients in our two national verticals represent approximately 75% of our $2.18 billion deposit base at June 30, 2026. These relationship banking clients are derived from coupling lending facilities, payment processing, and other unique custodial banking needs with commercial cash management depository services. Our deposit strategy primarily focuses on developing full service commercial banking relationships with our clients through commercial lending facilities, payment processing, and other unique commercial cash management services in our two national verticals, rather than competing with other institutions on rate. Our longer duration interest on lawyer trust accounts (“IOLTA”), escrow and settlement deposits represent $1.31 billion, or 59.9%, of total deposits. As of June 30, 2026, uninsured deposits were $722.4 million, or 33%, of our total deposits, excluding $18.9 million of the Company’s deposits held at the Bank. Approximately 65% of our uninsured deposits represent clients with full commercial relationship banking with us (commercial loans, payment processing, and other commercial service-oriented relationships) including,

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but not limited to, law firm operating accounts, law firm IOLTA/escrow accounts, merchant reserves, ISO reserves, ACH processing, and custodial accounts.

Due to the nature of our larger mass tort and class action settlements related to the litigation vertical, we participate in FDIC insured sweep programs as well as treasury secured money market funds. As of June 30, 2026, OBS sweep funds totaled approximately $1.03 billion, of which approximately $392.5 million, or 38.0%, was available to be swept onto our balance sheet as reciprocal client relationship deposits. Our core low-cost deposit growth and OBS client funds continue to clearly demonstrate our highly efficient, full service commercial relationship and tech-enabled cash management platform.

At June 30, 2026, we had the ability to borrow, on a secured basis, up to $477.6 million from the Federal Home Loan Bank of New York and $45.0 million from the Federal Reserve Bank of New York discount window. At June 30, 2026, we also had $29.0 million in aggregate unsecured lines of credit with unaffiliated correspondent banks. No borrowing amounts were outstanding during the second quarter of 2026. Historically, we have not leveraged our balance sheet to generate earnings and have always utilized core client deposits to fund our asset growth and related earnings.

Stockholders’ Equity. Total stockholders’ equity increased $24.3 million to $313.9 million at June 30, 2026, from $289.6 million at December 31, 2025, primarily due to net income of $25.2 million, and amortization of share-based compensation of $3.7 million, partially offset by dividends declared to common stockholders of $3.5 million and other comprehensive loss of $1.3 million, as unrealized losses on our securities available-for-sale increased due to fluctuations in short-term market interest rates.

Asset Quality. Nonperforming assets totaled $5.1 million as of June 30, 2026, and consisted of one multifamily loan totaling $4.4 million and of one commercial loan (a small business merchant uncorrelated to our primary commercial litigation lending platform and other commercial loans) totaling $736 thousand. Nonperforming assets totaled $8.6 million as of December 31, 2025. During the current quarter, we placed a multifamily loan on nonaccrual totaling $4.4 million, net of a $1.6 million charge-off. In the prior quarter, we foreclosed on the property securing a nonaccrual multifamily loan (totaling $7.8 million), recorded it as OREO, recorded a charge-off totaling $3.2 million (consisting of principal and certain costs to perfect its lien), and sold the OREO to an unrelated third party. We had no exposure to commercial office space, no construction loans, and $13.7 million in performing loans to the hospitality industry. The allowance for credit losses was $24.7 million, or 1.30% of total loans, as of June 30, 2026, as compared to $24.0 million, or 1.37% of total loans at December 31, 2025. Based on management’s evaluation of current credit risk in our commercial real estate and commercial portfolios, management believes the allowance for credit losses is adequate at June 30, 2026.

At June 30, 2026, there were no special mention loans and $5.1 million in substandard loans, compared to $12.3 million and $8.6 million, special mention and substandard loans, respectively, as of December 31, 2025. The $12.3 million decrease in special mention balances relates to the above mentioned multifamily loan that was placed on nonaccrual and classified as substandard during the current quarter as well as a commercial loan that paid off. The ratio of nonperforming loans to total loans and total assets was 0.27% and 0.20%, respectively, as of June 30, 2026, as compared to 0.49% and 0.36%, respectively, as of December 31, 2025. The allowance for credit losses to nonperforming loans was 481% as of June 30, 2026, as compared to 280% as of December 31, 2025.

From a credit risk management perspective, the combined multifamily and CRE portfolio, excluding one multifamily nonaccrual loan, totaled $524.6 million and has a current weighted average debt service coverage ratio (“DSCR”) and an original loan-to value (“LTV”) (defined as unpaid principal balance as of June 30, 2026 divided by appraised value at origination) of approximately 1.67 and 54%, respectively.

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Average Balance Sheets and Rate/Volume Analysis

The following tables present average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for periods indicated. The average balances are daily averages and, for loans, include both performing and nonperforming balances. Interest income on loans includes the effects of net premium amortization and net deferred loan origination fees accounted for as yield adjustments. No tax-equivalent yield adjustments have been made as we have no tax exempt investments.


		Three Months Ended June 30,
		2026								2025
		Average						Average		Average						Average
		Balance			Interest			Yield/Cost		Balance			Interest			Yield/Cost

								(Dollars in thousands)
INTEREST EARNING ASSETS
Loans, held for investment		$	1,876,857		$	36,417		7.78	%	$	1,462,401		$	28,762		7.89	%
Securities, includes restricted stock			322,761			3,046		3.79	%		332,965			3,127		3.77	%
Interest earning cash and other			205,031			1,838		3.60	%		151,915			1,647		4.35	%
Total interest earning assets			2,404,649			41,301		6.89	%		1,947,281			33,536		6.91	%

NONINTEREST EARNING ASSETS			80,188								69,289

TOTAL AVERAGE ASSETS		$	2,484,837							$	2,016,570

INTEREST BEARING LIABILITIES

Savings, NOW, Money Market deposits		$	1,571,288		$	5,502		1.40	%	$	1,178,058		$	4,225		1.44	%
Time deposits			6,415			50		3.13	%		6,037			56		3.72	%
Total interest bearing deposits			1,577,703			5,552		1.41	%		1,184,095			4,281		1.45	%
Borrowings			42			1		9.55	%		42			1		9.55	%
Total interest bearing liabilities			1,577,745			5,553		1.41	%		1,184,137			4,282		1.45	%

NONINTEREST BEARING LIABILITIES
Demand deposits			581,150								562,056
Other liabilities			20,752								15,902
Total noninterest bearing liabilities			601,902								577,958
Stockholders' equity			305,190								254,475

TOTAL AVG. LIABILITIES AND EQUITY		$	2,484,837							$	2,016,570
Net interest income					$	35,748							$	29,254
Net interest spread								5.48	%							5.46	%
Net interest margin								5.96	%							6.03	%
Deposits (including nonint. demand deposits)		$	2,158,853		$	5,552		1.03	%	$	1,746,151		$	4,281		0.98	%

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		Six Months Ended June 30,
		2026								2025
		Average						Average		Average						Average
		Balance			Interest			Yield/Cost		Balance			Interest			Yield/Cost

		(Dollars in thousands)
INTEREST EARNING ASSETS
Loans, held for investment		$	1,824,222		$	70,715		7.82	%	$	1,428,689		$	55,572		7.84	%
Securities, includes restricted stock			328,577			6,224		3.82	%		330,416			6,169		3.77	%
Interest earning cash and other			190,729			3,395		3.59	%		153,831			3,308		4.34	%
Total interest earning assets			2,343,528			80,334		6.91	%		1,912,936			65,049		6.86	%

NONINTEREST EARNING ASSETS			77,438								65,107

TOTAL AVERAGE ASSETS		$	2,420,966							$	1,978,043

INTEREST BEARING LIABILITIES

Savings, NOW, Money Market deposits		$	1,515,446		$	10,459		1.39	%	$	1,156,200		$	8,009		1.40	%
Time deposits			7,277			117		3.24	%		8,409			175		4.20	%
Total interest bearing deposits			1,522,723			10,576		1.40	%		1,164,609			8,184		1.42	%
Borrowings			206			6		5.87	%		43			2		9.38	%
Total interest bearing liabilities			1,522,929			10,582		1.40	%		1,164,652			8,186		1.42	%

NONINTEREST BEARING LIABILITIES
Demand deposits			579,183								548,693
Other liabilities			19,038								16,519
Total noninterest bearing liabilities			598,221								565,212
Stockholders' equity			299,816								248,179

TOTAL AVG. LIABILITIES AND EQUITY		$	2,420,966							$	1,978,043
Net interest income					$	69,752							$	56,863
Net interest spread								5.51	%							5.44	%
Net interest margin								6.00	%							5.99	%
Deposits (including nonint. demand deposits)		$	2,101,906		$	10,576		1.01	%	$	1,713,302		$	8,184		0.96	%

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The following table presents the dollar amount of changes in interest income and interest expense for major components of interest earning assets and interest bearing liabilities for the periods indicated. The table distinguishes between: (1) changes attributable to volume (changes in volume multiplied by the prior period’s rate); (2) changes attributable to rate (change in rate multiplied by the prior year’s volume); and (3) total increase (decrease) (the sum of the previous columns). Changes attributable to both volume and rate are allocated ratably between the volume and rate categories.


		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2026 vs. 2025								2026 vs. 2025
		Increase					Total			Increase						Total
		(Decrease) due to					Increase			(Decrease) due to						Increase
		Volume		Rate			(Decrease)			Volume			Rate			(Decrease)

		(In thousands)
Interest earned on:
Loans held for investment		$	8,047	$	(392)		$	7,655		$	15,335		$	(192)		$	15,143
Securities, includes restricted stock			(95)		14			(81)			(33)			88			55
Interest earning cash and other			512		(321)			191			714			(627)			87
Total interest income			8,464		(699)			7,765			16,016			(731)			15,285

Interest paid on:
Savings, NOW, money market deposits			1,376		(99)			1,277			2,479			(29)			2,450
Time deposits			4		(10)			(6)			(22)			(36)			(58)
Total deposits			1,380		(109)			1,271			2,457			(65)			2,392
Borrowings			—		—			—			5			(1)			4
Total interest expense			1,380		(109)			1,271			2,462			(66)			2,396
Change in net interest income		$	7,084	$	(590)		$	6,494		$	13,554		$	(665)		$	12,889

Comparison of Operating Results for the Three Months Ended June 30, 2026 and 2025

General. Net income increased $1.1 million, or 9.2%, to $13.0 million for the three months ended June 30, 2026 from $11.9 million for the three months ended June 30, 2025. The increase resulted from a $6.5 million increase in net interest income, partially offset by a $4.0 million increase in noninterest expense, and a $1.8 million increase in income tax expense.

Net Interest Income. Net interest income increased $6.5 million, or 22.2%, to $35.7 million for the three months ended June 30, 2026 from $29.3 million for the three months ended June 30, 2025, due to a $7.8 million increase in interest income, partially offset by a $1.3 million increase in interest expense.

Our net interest margin of 5.96% decreased 7 basis points from the comparable period in 2025, primarily due to a $53.1 million increase in average interest earning cash balances to $205.0 million in the current quarter coupled with decreases in short-term market interest rates over the same period. Average loan yields decreased 11 basis points to 7.78%, primarily due to our litigation related loan yields, while average loans increased $414.5 million, or 28.3%, to $1.88 billion, with average litigation related loan growth totaling $405.7 million, or 46.1%. Average securities decreased $10.2 million, or 3.1%, to $322.8 million with yields remaining relatively flat at 3.79%. Average deposits increased $412.7 million, or 23.6%, to $2.16 billion, led by increases in litigation related escrow or IOLTA, commercial money market, and noninterest bearing commercial demand deposits totaling $297.5 million, $90.0 million, and $19.1 million, respectively. Our cost of deposits, including noninterest bearing demand deposits, increased 5 basis points to 1.03% due to changes in deposit composition.

Interest Income. Interest income increased $7.8 million, or 23.2%, to $41.3 million for the three months ended June 30, 2026 from $33.5 million for the three months ended June 30, 2025 and was attributable to increases in income on loans and interest earning cash, offset slightly by a decrease in securities income.

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Loan interest income increased $7.7 million, or 26.6%, to $36.4 million for the three months ended June 30, 2026 from $28.8 million for the three months ended June 30, 2025. This increase was attributable to a $414.5 million, or 28.3%, increase in the average loan balance primarily due to commercial loan growth focused in our higher yielding law firm commercial loans that grew $405.7 million, or 46.1%, supporting total loan yields of 7.78%. The increase in loan interest income was driven by an increase of $8.0 million related to growth in average loan volumes, led by litigation related commercial growth, offset by $392 thousand due to a decrease in average loan rates. Overall, the commercial loan portfolio average balance increased $354.5 million to $1.33 billion, driving average commercial loan yields to 8.77% for the three months ended June 30, 2026.

Securities interest income decreased $81 thousand, or 2.6%, to $3.0 million in the current quarter with a $95 thousand decrease attributable to average volume decreases, offset by an increase of $14 thousand attributable to increases in average rate. Average securities decreased $10.2 million, or 3.1%, to $322.8 million with a securities to assets ratio of 12% at June 30, 2026.

Income on interest earning cash increased $191 thousand to $1.8 million for the three months ended June 30, 2026 with a $512 thousand increase attributable to average volume increases (funded with core deposits), offset by a $321 thousand decrease due to decreases in short-term rates. Average interest earning cash balances increased $53.1 million, or 35.0%, to $205.0 million.

Interest Expense. Interest expense increased $1.3 million, or 29.7%, to $5.6 million for the three months ended June 30, 2026 from $4.3 million for the three months ended June 30, 2025, with $1.4 million attributable to increases in average deposit balances (primarily commercial money market and litigation related escrow or IOLTA), offset by a decrease of $109 thousand attributable to decreases in rate (primarily money market). Average deposits increased $412.7 million, or 23.6%, to $2.16 billion, led by increases in litigation related escrow or IOLTA, commercial money market, and noninterest bearing demand deposits totaling $297.5 million, $90.0 million, and $19.1 million, respectively.

Provision for Credit Losses. Our provision for credit losses was $2.9 million for the three months ended June 30, 2026, a decrease of $625 thousand from the $3.5 million provision for the three months ended June 30, 2025, primarily due to management’s revaluation of credit risk in our loan portfolio subsequent to certain charge-offs and related credit downgrades in both quarters, offset by provisioning for primarily commercial loan growth. During the current quarter, a $4.4 million multifamily loan, net of a $1.6 million charge-off, that was reported as criticized in prior periods was placed on nonaccrual. As of June 30, 2026, our allowance to loans ratio was 1.30%, consistent with the prior year quarter. Based on management’s evaluation of current credit risk in our commercial real estate and commercial portfolios, management believes the allowance for credit losses is adequate at June 30, 2026.

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Noninterest Income. Noninterest income information is as follows:


		Three Months Ended
		June 30,						Change
		2026			2025			Amount				Percent
		(Dollars in thousands)
Payment processing fees:
Payment processing income		$	4,950		$	4,950			$	—			—		%
ACH income			176			157				19			12.1
Total payment processing fees			5,126			5,107				19			0.4
Customer related fees, service charges and other:
Administrative service income			1,092			643				449			69.8
Gain on equity investment			—			432				(432)			(100.0)
Other			165			395				(230)			(58.2)
Total customer related fees, service charges and other			1,257			1,470				(213)			(14.5)
Total noninterest income		$	6,383		$	6,577			$	(194)			(2.9)		%

Payment processing income was $5.1 million for the quarter ended June 30, 2026, consistent with the same period in 2025. Growth in payment processing income has been muted, primarily due to changes in our overall merchant risk profile and merchant composition. Payment processing volumes for the credit and debit card processing platform increased $432.6 million, or 4.3%, to $10.6 billion while transactions volume totaled 152.6 million for the quarter ended June 30, 2026. We continue to focus on the expansion of merchant sales channels through our current and future ISOs, new merchant originations, active management of our merchant risk profiles, and by expanding our technology and other resources in the payment vertical. The Company utilizes proprietary and industry leading/customized technology to ensure card brand and regulatory compliance, to support multiple processing platforms, to manage daily risk across 93,000 small business merchants in all 50 states, and to perform commercial treasury clearing services for $10.6 billion in volume across 152.6 million transactions in the current quarter. ASP fees increased $449 thousand, or 69.8%, to $1.1 million for the quarter ended June 30, 2026, and are directly impacted by the average balances of OBS sweep funds as well as current short-term market interest rates. OBS sweep funds totaled $1.03 billion at June 30, 2026, demonstrating our highly efficient, full service commercial relationships and tech-enabled cash management platform. Other income decreased $230

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thousand, or 58.2%, to $165 thousand due to decreases in loan and other banking fees. During the second quarter 2025, we recognized a $432 thousand gain on the sale of a fintech investment.

Noninterest Expense. Noninterest expense information is as follows:


		Three Months Ended
		June 30,						Change
		2026			2025			Amount			Percent

		(Dollars in thousands)
Noninterest expense:
Employee compensation and benefits		$	12,605		$	10,216		$	2,389		23.4	%
Occupancy and equipment			1,344			1,168			176		15.1
Professional and consulting services			1,038			1,291			(253)		(19.6)
FDIC and regulatory assessments			327			293			34		11.6
Advertising and marketing			1,004			811			193		23.8
Travel and business relations			271			303			(32)		(10.6)
Data processing			2,403			2,060			343		16.7
Merger expenses			1,070			—			1,070		NA
Other operating expenses			1,043			920			123		13.4
Total noninterest expense		$	21,105		$	17,062		$	4,043		23.7	%

Employee compensation and benefits costs increased $2.4 million, or 23.4%, primarily due to increases in year-end salaries, staffing, stock grants and related stock-based compensation, regional business development officer (“BDO”) incentive pay (sales commissions) and year-end bonus accruals. The increase in BDO incentive pay is directly correlated to our litigation related/commercial loan and related core commercial deposit growth, attracting full-service commercial banking clients nationally. In connection with the announced merger with Signature, we incurred merger related costs (advisory, legal, accounting, valuation, and other professional or consulting fees, and general administrative costs) of $1.1 million in the second quarter of 2026. Data processing costs increased $343 thousand due to increases in core banking processing volumes and the continued implementation/improvement of technology supporting client relationships and lead acquisition initiatives (CRM platform, digital marketing, business development, and lending) as well as overall risk management across all platforms. Advertising and marketing costs increased $193 thousand, as we continued to grow our brand, targeting digital marketing platform, and expand our thought leadership in our national verticals. Occupancy and equipment costs increased $176 thousand due to costs associated with the operation of our Los Angeles branch which opened in late 2025.

Income Tax Expense. We recorded income tax expense of $5.1 million for the three months ended June 30, 2026, reflecting an effective tax rate of 28.4%, compared to $3.4 million, or 22.0%, for the three months ended June 30, 2025. The increase was primarily due to certain discrete tax benefits related to share-based compensation in the prior year quarter.

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Comparison of Operating Results for the Six Months Ended June 30, 2026 and 2025

General. Net income increased $1.9 million, or 8.1%, to $25.2 million for the six months ended June 30, 2026 from $23.3 million for the six months ended June 30, 2025. The increase resulted from a $12.9 million increase in net interest income, partially offset by a $8.0 million increase in noninterest expense, and a $2.6 million increase in income tax expense.

Net Interest Income. Net interest income increased $12.9 million, or 22.7%, to $69.8 million for the six months ended June 30, 2026 from $56.9 million for the six months ended June 30, 2025, due to a $15.3 million increase in interest income, partially offset by a $2.4 million increase in interest expense.

Our net interest margin of 6.00% increased 1 basis point from the comparable period in 2025, primarily due to growth in higher yielding commercial loan production nationally. Average loan yields decreased 2 basis points to 7.82%, while average loans increased $395.6 million, or 27.7%, to $1.82 billion, with average litigation related loan growth totaling $380.3 million, or 44.5%. Average securities decreased $1.8 million to $328.6 million with yields increasing 5 basis points to 3.82%. Average deposits increased $388.6 million, or 22.7%, to $2.10 billion, led by increases in litigation related escrow or IOLTA, commercial money market, and noninterest bearing commercial demand deposits totaling $256.9 million, $92.8 million, and $30.5 million, respectively. Our cost of deposits, including noninterest bearing demand deposits, increased 5 basis points to 1.01% due to changes in deposit composition.

Interest Income. Interest income increased $15.3 million, or 23.5%, to $80.3 million for the six months ended June 30, 2026 from $65.0 million for the six months ended June 30, 2025 and was primarily attributable to increases in income on loans.

Loan interest income increased $15.1 million, or 27.2%, to $70.7 million for the six months ended June 30, 2026 from $55.6 million for the six months ended June 30, 2025. This increase was attributable to a $395.6 million, or 27.7%, increase in the average loan balance primarily due to commercial loan growth focused in our higher yielding law firm commercial loans that grew $380.3 million, or 44.5%, supporting total loan yields of 7.82%. The increase in loan interest income was driven by an increase of $15.3 million related to growth in average loan volumes, led by litigation related commercial growth, offset by $192 thousand due to a decrease in average loan rates. Overall, the commercial loan portfolio average balance increased $339.1 million to $1.29 billion, driving average commercial loan yields to 8.85% for the six months ended June 30, 2026.

Securities interest income increased $55 thousand, or 0.9%, to $6.2 million for the six months ended June 30, 2026, with an $88 thousand increase attributable to average rate increases, offset by a decrease of $33 thousand attributable to decreases in average balances. Average securities decreased $1.8 million, or 0.6%, to $328.7 million with a securities to assets ratio of 12% at June 30, 2026.

Income on interest earning cash increased $87 thousand to $3.4 million for the six months ended June 30, 2026 with a $714 thousand increase attributable to average volume increases (funded with core deposits), offset by a $627 thousand decrease due to decreases in short-term rates. Average interest earning cash balances increased $36.9 million, or 24.0%, to $190.7 million.

Interest Expense. Interest expense increased $2.4 million, or 29.3%, to $10.6 million for the six months ended June 30, 2026 from $8.2 million for the six months ended June 30, 2025, with $2.5 million attributable to increases in average deposit balances (primarily commercial money market and litigation related escrow or IOLTA), offset by a decrease of $66 thousand attributable to decreases in rate (primarily money market). Average deposits increased $388.6 million, or 22.7%, to $2.10 billion, led by increases in litigation related escrow or IOLTA, commercial money market, and noninterest bearing demand deposits totaling $256.9 million, $92.8 million, and $30.5 million, respectively.

Provision for Credit Losses. Our provision for credit losses was $5.6 million for the six months ended June 30, 2026, an increase of $575 thousand from the $5.0 million provision for the six months ended June 30, 2025, primarily due to management’s revaluation of credit risk in our loan portfolio subsequent to certain charge-offs and related credit downgrades in both periods, offset by provisioning for primarily commercial loan growth. In 2026, there were $4.7 million

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in charge-offs related to two multifamily loans to the same sponsor. As of June 30, 2026, our allowance to loans ratio was 1.30%. Based on management’s evaluation of current credit risk in our commercial real estate and commercial portfolios, management believes the allowance for credit losses is adequate at June 30, 2026.

Noninterest Income. Noninterest income information is as follows:


		Six Months Ended
		June 30,						Change
		2026			2025			Amount			Percent

		(Dollars in thousands)
Payment processing fees:
Payment processing income		$	9,920		$	9,700		$	220		2.3	%
ACH income			349			319			30		9.4
Total payment processing fees			10,269			10,019			250		2.5
Customer related fees, service charges and other:
Administrative service income			2,229			1,523			706		46.4
Gain on equity investment			—			432			(432)		(100.0)
Other			340			754			(414)		(54.9)
Total customer related fees, service charges and other			2,569			2,709			(140)		(5.2)
Total noninterest income		$	12,838		$	12,728		$	110		0.9	%

Payment processing income was $10.3 million for the six months ended June 30, 2026, an increase of $250 thousand from the same period in 2025. Growth in payment processing income has been muted, primarily due to changes in our overall merchant risk profile and merchant composition. Payment processing volumes for the credit and debit card processing platform increased $854.3 million, or 4.4%, to $20.2 billion while transactions volume totaled 289.9 million for the six months ended June 30, 2026. ASP fees increased $706 thousand, or 46.4%, to $2.2 million for the six months ended June 30, 2026, and are directly impacted by the average balances of OBS sweep funds as well as current short-term market interest rates. During the second quarter 2025, we recognized a $432 thousand gain on the sale of a fintech investment.

Noninterest Expense. Noninterest expense information is as follows:


		Six Months Ended
		June 30,						Change
		2026			2025			Amount			Percent

		(Dollars in thousands)
Noninterest expense:
Employee compensation and benefits		$	24,826		$	20,281		$	4,545		22.4	%
Occupancy and equipment			2,600			2,300			300		13.0
Professional and consulting services			2,011			2,555			(544)		(21.3)
FDIC and regulatory assessments			630			563			67		11.9
Advertising and marketing			2,002			1,662			340		20.5
Travel and business relations			577			609			(32)		(5.3)
Data processing			4,772			3,980			792		19.9
Merger Expenses			2,342			—			2,342		NA
Other operating expenses			2,002			1,860			142		7.6
Total noninterest expense		$	41,762		$	33,810		$	7,952		23.5	%

Employee compensation and benefits costs increased $4.5 million, or 22.4%, primarily due to increases in year-end salaries, stock grants and related stock-based compensation, staffing, regional BDO incentive pay (sales commissions), and year-end bonus accruals. The increase in BDO incentive pay is directly correlated to our litigation related/commercial loan and related core commercial deposit growth, attracting full-service commercial banking clients nationally. Due to the departure of two board members for personal reasons in the first quarter of 2026, we incurred compensation charges related to accelerated stock grant expense totaling $398 thousand. In connection with the Signature merger, we incurred merger

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related costs (advisory, legal, accounting, valuation, and other professional or consulting fees, as well as general administrative costs) of $2.3 million for the six months ended June 30, 2026. Data processing costs increased $792 thousand due to increases in core banking processing volumes and the continued implementation/improvement of technology supporting client relationships and lead acquisition initiatives (CRM platform, digital marketing, business development, and lending) as well as overall risk management across all platforms. Advertising and marketing costs increased $340 thousand, as we continued to grow our brand, targeting digital marketing platform, and expand our thought leadership in our national verticals. Occupancy and equipment costs increased $300 thousand primarily due to costs associated with the operation of our Los Angeles branch which opened in late 2025.

Income Tax Expense. We recorded income tax expense of $10.0 million for the six months ended June 30, 2026, reflecting an effective tax rate of 28.5%, compared to $7.5 million, or 24.3%, for the six months ended June 30, 2025. The increase was primarily due to certain discrete tax benefits related to share-based compensation in the prior year period.

Management of Market Risk

General. The principal objective of our asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing net income and preserving adequate levels of liquidity and capital. The board of directors of our bank has oversight of our asset and liability management function, which is managed by our Asset/Liability Management Committee. Our Asset/Liability Management Committee meets regularly to review, among other things, the sensitivity of our assets and liabilities to market interest rate changes, local and national market conditions and market interest rates. That group also reviews our liquidity, capital, deposit mix, loan mix and investment positions.

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

We manage our exposure to interest rates primarily by structuring our balance sheet in the ordinary course of business. We do not typically enter into derivative contracts for the purpose of managing interest rate risk, but we may do so in the future. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

Net Interest Income Simulation. We use an interest rate risk simulation model to test the interest rate sensitivity of net interest income and the balance sheet. Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in net interest margin. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and use various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment and replacement of asset and liability cash flows.

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The following table presents the estimated changes in net interest income of Esquire Bank, National Association, calculated on a bank-only basis, which would result from changes in market interest rates over a twelve-month period beginning June 30, 2026.


		June 30,
		2026
		Estimated
Changes in		12-Months
Interest Rates		Net Interest
(Basis Points)		Income				Change

		(Dollars in thousands)
300		$	196,990		$	36,706
200			183,715			23,431
100			171,242			10,958
0			160,284			—
-100			150,518			(9,766)
-200			140,421			(19,863)
-300			130,166			(30,118)

Economic Value of Equity Simulation. We also analyze our sensitivity to changes in interest rates through an economic value of equity (“EVE”) model. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of OBS contracts. EVE attempts to quantify our economic value using a discounted cash flow methodology. We estimate what our EVE would be as of a specific date. We then calculate what EVE would be as of the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve.

The following table presents the estimated changes in EVE of Esquire Bank, National Association, calculated on a bank-only basis that would result from changes in market interest rates at June 30, 2026.


		June 30,
		2026
Changes in		Economic
Interest Rates		Value of
(Basis Points)		Equity				Change

		(Dollars in thousands)
300		$	619,079		$	101,261
200			588,510			70,692
100			554,983			37,165
0			517,818			—
-100			473,818			(44,000)
-200			423,354			(94,464)
-300			366,684			(151,134)

Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates, and actual results may also differ due to any actions taken in response to the changing rates.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments and maturities and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

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We regularly review the need to adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest earning deposits and securities, and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest earning deposits and short duration securities.

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At June 30, 2026, cash and cash equivalents totaled $242.2 million.

At June 30, 2026, through pledging of our securities and certain loans, we had the ability to borrow, on a secured basis, up to $477.6 million from the FHLB of New York and $45.0 million from the FRB of New York discount window. At June 30, 2026, we also had $29.0 million in aggregate unsecured lines of credit with unaffiliated correspondent banks. No amounts were outstanding on any of the aforementioned lines as of June 30, 2026.

At June 30, 2026, our OBS sweep funds totaled $1.03 billion, of which $392.5 million, or 38.0%, was available to be swept on balance sheet as reciprocal client deposits.

Our overall liquidity position (cash, borrowing capacity, and available reciprocal client sweep balances) totaled $1.19 billion at June 30, 2026, or 54% of total deposits, creating a highly liquid and unlevered balance sheet.

We have no material commitments or demands that are likely to affect our liquidity other then as follows. In the event loan demand were to increase faster than expected, or any unforeseen demand or commitment were to occur, we could access our borrowing capacity with the FHLB, FRB, correspondent bank lines or through reciprocal deposits.

Esquire Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation. At June 30, 2026, Esquire Bank exceeded all applicable regulatory capital requirements, and was considered “well capitalized” under regulatory guidelines.

We manage our capital to comply with our internal planning targets and regulatory capital standards administered by the OCC and review capital levels on a monthly basis.

The following table presents our capital ratios as of the indicated dates for Esquire Bank.


				For Capital Adequacy
				Purposes
				Minimum Capital with		Actual
		“Well Capitalized”		Conservation Buffer		At June 30, 2026
Total Risk-based Capital Ratio
Bank		10.00	%	10.50	%	15.49	%

Tier 1 Risk-based Capital Ratio
Bank		8.00	%	8.50	%	14.24	%

Common Equity Tier 1 Capital Ratio
Bank		6.50	%	7.00	%	14.24	%

Tier 1 Leverage Ratio
Bank		5.00	%	4.00	%	11.68	%

Effective January 1, 2020, the federal banking agencies adopted a rule to establish for institutions with assets of less than $10 billion that meet other specified criteria a “community bank leverage ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) of 9% that such institutions may elect to utilize in lieu of the generally applicable leverage and risk-based capital requirements noted above. A “qualifying community bank” with capital

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exceeding 9% will be considered compliant with all applicable regulatory capital and leverage requirements, including the requirement to be “well capitalized”. For the current period, Esquire Bank has elected to continue to utilize the generally applicable leverage and risk based requirements and not apply the community bank leverage ratio.

Effects of Inflation. The impact of inflation, as it affects banks, differs substantially from the impact on non-financial institutions. Banks have assets which are primarily monetary in nature and which tend to move with inflation. This is especially true for banks with a high percentage of rate sensitive interest-earning assets and interest-bearing liabilities. A bank can further reduce the impact of inflation with proper management of its rate sensitivity gap. This gap represents the difference between interest rate sensitive assets and interest rate sensitive liabilities. The Company attempts to structure its assets and liabilities and manages its gap to protect against substantial changes in interest rate scenarios, in order to minimize the potential effects of inflation.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is included in Item 2 of this quarterly report under “Management of Market Risk.”

Item 4.Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2026. Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended June 30, 2026, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Periodically, we are involved in claims and lawsuits, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. At June 30, 2026, we are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors

There have been no material changes in the risk factors that were previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

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

The following table presents information regarding the purchase of our common stock during the three months ended June 30, 2026 and the stock repurchase program approved by our Board of Directors.


Period	Total number of shares purchased		Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs (1)
April 1, 2026 through April 30, 2026	—	$	—	—	257,694
May 1, 2026 through May 31, 2026	—		—	—	257,694
June 1, 2026 through June 30, 2026	—		—	—	257,694

(1)

On January 9, 2019, the Company announced a share repurchase program, which authorized the purchase of up to 300,000 shares of common stock. There is no expiration date for the stock repurchase program.

Participants in the Company’s stock-based incentive plans may have shares withheld to cover income taxes upon the vesting of restricted stock awards pursuant to the terms of the applicable plan and not under the Company’s share repurchase program. Shares repurchased pursuant to these plans during the three months ended June 30, 2026 were as follows:


Period	Total number of shares purchased		Average price paid per share
April 1, 2026 through April 30, 2026	—	$	—
May 1, 2026 through May 31, 2026	—		—
June 1, 2026 through June 30, 2026	1,340		114.71

Participants in the Company’s stock-based incentive plans may also net settle shares in order to facilitate the exercise of stock options which is considered a cashless option exercise resulting in a net issuance of shares to the participant with no change in treasury stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

During the second quarter of 2026, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.

Item 6. Exhibits


Exhibit
Number		Description

3.1		Articles of Incorporation of Esquire Financial Holdings, Inc. (1)

3.2		Amended and Restated Bylaws of Esquire Financial Holdings, Inc. (2)

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Written Statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.0		The following materials for the quarter ended June 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(1)	Incorporated by reference to Exhibit 3.1 in the Registration Statement on Form S-1 (File No. 333-218372) originally filed by the Company under the Securities Act of 1933 with the Commission on May 31, 2017, and all amendments or reports filed thereto.

(2)	Incorporated by reference to Exhibit 3.2 in the Registration Statement on Form S-1/A (File No. 333-218372) originally filed by the Company under the Securities Act of 1933 with the Commission on June 22, 2017, and all amendments or reports filed thereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ESQUIRE FINANCIAL HOLDINGS, INC.

Date: August 10, 2026	/s/ Andrew C. Sagliocca
	Andrew C. Sagliocca
	Vice Chairman, Chief Executive Officer and President

Date: August 10, 2026	/s/ Michael Lacapria
	Michael Lacapria
	Senior Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR