What was the ESQ share exchange ratio in the Signature merger?

Each outstanding Signature common share converted into the right to receive 2.671 shares of ESQ common stock, with cash paid in lieu of fractional shares. Esquire issued 3,449,255 common shares to former Signature shareholders.

Esquire Financial Q3 profit rises to $17.5M

Total merger consideration was $466.074 million, including $445.713 million fair value of common stock issued.

Available on EDGAR 11/09/2026 - 03:46 PM EST Accepted by SEC EDGAR 11/09/2026 - 03:45 PM EST

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

10-Q

Rhea-AI Filing Summary

Esquire Financial Holdings, Inc. reported third-quarter 2026 net income of $17.482 million, compared with $14.057 million a year earlier. Net interest income was $53.506 million, versus $31.339 million; noninterest expense was $35.967 million, including $8.887 million in merger expenses. Diluted earnings per share were $1.57, compared with $1.62.

Esquire completed its merger with Signature Bancorporation, Inc., parent of Signature Bank of Chicago, on August 1, 2026. Esquire issued 3,449,255 common shares to former Signature shareholders; total purchase price consideration was $466.074 million. The acquired assets had a fair value of $1.895668 billion, and liabilities assumed were valued at $1.676477 billion.

At September 30, 2026, loans held for investment totaled $3.425537 billion, with an allowance for credit losses of $44.677 million, and deposits totaled $3.977890 billion. Effective August 1, 2026, Esquire changed the loss-estimation method for its legacy loans from weighted average remaining maturity to discounted cash flow; the company reported no material impact on the current-period allowance or provision.

2 points · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 0 points

How the balance works

Positive

Major pointThe completed Signature merger brought in $1.895668 billion in fair-value assets.
Moderate pointThird-quarter net income rose to $17.482 million from $14.057 million a year earlier.

Negative

None.

Filing Explained

Purchase accounting can still affect earnings, and assumed options carry future compensation expense with possible additional common shares.

Esquire's purchase-price allocation remains provisional for up to one year from August 1, 2026; revisions to acquired loan, deposit, intangible, tax and contingency values will be recorded when determined, including their effect on earnings.

Signature options vested at the merger, were assumed and converted into options to buy Esquire common stock; $1.1 million of their value was attributed to post-merger service and is being expensed over 4.8 years, and exercise could result in additional shares.

Key Figures

Net income: $17.482 million Net interest income: $53.506 million Total purchase price consideration: $466.074 million +5 more

8 metrics

Net income $17.482 million Three months ended September 30, 2026; $14.057 million in 2025

Net interest income $53.506 million Three months ended September 30, 2026; $31.339 million in 2025

Total purchase price consideration $466.074 million Signature merger completed August 1, 2026

Common shares issued 3,449,255 shares Issued to former Signature shareholders in the merger

Fair value of assets acquired $1.895668 billion Signature merger, as of August 1, 2026

Loans held for investment $3.425537 billion As of September 30, 2026

Allowance for credit losses $44.677 million As of September 30, 2026

Total deposits $3.977890 billion As of September 30, 2026

Key Terms

discounted cash flow methodology, purchased seasoned loans, purchased credit deteriorated loans, core deposit intangible, +1 more

5 terms

discounted cash flow methodology technical

"from a static pool Weighted Average Remaining Maturity ("WARM") methodology to a Discounted Cash Flow ("DCF") methodology"

purchased seasoned loans financial

"purchased seasoned loans ("PSL")"

Purchased seasoned loans are existing loans that an investor buys after they have been outstanding for some time and have a track record of payments. Like buying a used car with a known service history, these loans give buyers clearer information about how likely borrowers are to keep paying, which helps investors estimate future cash flow, potential losses, and the returns they can expect.

purchased credit deteriorated loans financial

"purchased credit deteriorated loans ("PCD")"

core deposit intangible financial

"The core deposit intangible was valued using the income approach"

Core deposit intangible is an accounting asset that represents the value of customer deposits a bank gains, usually through an acquisition, because those deposits provide a stable, low-cost source of funding. Think of it like paying for a loyal customer list that will save the bank money over time; it is written down over several years and affects reported earnings and the apparent cost of acquiring new funds, so investors watch it to understand future profitability and capital impact.

acquisition method of accounting financial

"The Merger was accounted for as a business combination using the acquisition method of accounting"

An accounting method used when one company obtains control of another; the acquirer records the purchase by measuring the fair value of the consideration it gives up, identifying and measuring the acquiree’s identifiable assets and liabilities at their fair values, and recognizing either goodwill for excess purchase price or a gain if the fair value of net assets exceeds consideration. Measurement-period adjustments are allowed to revise provisional amounts as more information becomes available; the method applies only when control is obtained and replaces earlier approaches that combined owners’ interests without fair-value measurement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did ESQ earn in the third quarter of 2026?

For the three months ended September 30, 2026, ESQ reported net income of $17.482 million, versus $14.057 million in 2025. Diluted earnings per share were $1.57, compared with $1.62.

Why did ESQ change its loan-loss methodology?

Effective August 1, 2026, ESQ changed its method for estimating credit losses on legacy Esquire loans from weighted average remaining maturity to discounted cash flow. Management said it reassessed the appropriate method for the combined company after the merger; the change had no material impact on the current-period allowance or provision.

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

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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 September 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 November 1, 2026, there were 12,164,607 outstanding shares of the issuer’s common stock.

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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	32

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55

Item 4.	Controls and Procedures	55

PART II. OTHER INFORMATION		56

Item 1.	Legal Proceedings	56

Item 1A.	Risk Factors	56

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56

Item 3.	Defaults Upon Senior Securities	56

Item 4.	Mine Safety Disclosures	56

Item 5.	Other Information	57

Item 6.	Exhibits	57

	SIGNATURES	58

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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)


	September 30,		December 31,
	2026		2025
Assets:
Cash and cash equivalents	$	471,501	$	235,887
Securities available-for-sale, at fair value		458,672		246,505
Securities held-to-maturity, at cost (fair value of $46,942 and $55,500, respectively)		53,997		60,193
Securities, restricted, at cost		9,506		3,173

Loans held for investment		3,425,537		1,758,427
Less: allowance for credit losses		(44,677)		(24,022)
Loans, net of allowance		3,380,860		1,734,405
Other real estate owned ("OREO")		1,000		—
Premises and equipment, net		3,769		4,379
Accrued interest receivable		21,589		12,640
Goodwill		246,883		—
Core deposit intangible		47,499		—
Other assets		110,129		68,479
Total assets	$	4,805,405	$	2,365,661

Liabilities:
Deposits:
Demand	$	1,110,420	$	576,455
Savings, NOW and money market		2,804,272		1,480,380
Time		63,198		6,172
Total deposits		3,977,890		2,063,007

Federal Home Loan Bank advances		2,191		—
Subordinated notes		7,000		—
Accrued expenses and other liabilities		31,709		13,056
Total liabilities		4,018,790		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; 12,317,504 and 8,708,923 shares issued, respectively; and 12,159,646 and 8,552,405 shares outstanding, respectively		123		87
Additional paid-in capital		582,411		109,889
Retained earnings		234,551		197,787
Accumulated other comprehensive loss		(20,641)		(8,489)
Treasury stock at cost (157,858 and 156,518 shares, respectively)		(9,829)		(9,676)
Total stockholders’ equity		786,615		289,598
Total liabilities and stockholders’ equity	$	4,805,405	$	2,365,661

See accompanying notes to interim consolidated financial statements.

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ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2026			2025		2026			2025
Interest income:
Loans held for investment	$	55,207		$	30,839	$	125,922		$	86,411
Securities, includes restricted stock		4,884			3,244		11,108			9,413
Interest earning cash and other		3,047			2,048		6,442			5,356
Total interest income		63,138			36,131		143,472			101,180

Interest expense:
Savings, NOW and money market deposits		9,132			4,739		19,591			12,748
Time deposits		417			52		534			227
Borrowings		83			1		89			3
Total interest expense		9,632			4,792		20,214			12,978

Net interest income		53,506			31,339		123,258			88,202
Provision for credit losses		1,800			1,750		7,400			6,775
Net interest income after provision for credit losses		51,706			29,589		115,858			81,427

Noninterest income:
Payment processing fees		5,444			5,069		15,713			15,088
Administrative service income		1,052			731		3,281			2,254
Customer related fees, service charges and other		1,389			433		1,729			1,619
Total noninterest income		7,885			6,233		20,723			18,961

Noninterest expense:
Employee compensation and benefits		15,958			10,852		40,784			31,133
Occupancy and equipment		1,568			1,153		4,168			3,453
Professional and consulting services		1,316			1,471		3,327			4,026
FDIC and regulatory assessments		491			284		1,121			847
Advertising and marketing		1,164			974		3,166			2,636
Travel and business relations		475			488		1,052			1,097
Data processing		2,899			2,272		7,671			6,252
Merger expenses		8,887			210		11,229			210
Amortization of core deposit intangible		1,827			—		1,827			—
Other operating expenses		1,382			656		3,384			2,516
Total noninterest expense		35,967			18,360		77,729			52,170

Net income before income taxes		23,624			17,462		58,852			48,218
Income tax expense		6,142			3,405		16,181			10,864

Net income	$	17,482		$	14,057	$	42,671		$	37,354

Earnings per share
Basic	$	1.65		$	1.74	$	4.71		$	4.65
Diluted	$	1.57		$	1.62	$	4.48		$	4.32

See accompanying notes to interim consolidated financial statements.

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ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2026			2025		2026			2025
Net income	$	17,482		$	14,057	$	42,671		$	37,354
Other comprehensive (loss) income:
Unrealized (losses) gains arising during the period on securities available-for-sale		(14,872)			1,930		(16,360)			6,779
Tax effect		4,015			(512)		4,208			(1,993)
Total other comprehensive (loss) income		(10,857)			1,418		(12,152)			4,786
Total comprehensive income	$	6,625		$	15,475	$	30,519		$	42,140

See accompanying notes to interim consolidated financial statements.

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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 July 1, 2026	—	8,649,400	$	—	$	88	$	113,872	$	219,503	$	(9,784)	$	(9,829)	$	313,850
Net income	—	—		—		—		—		17,482		—		—		17,482
Other comprehensive loss	—	—		—		—		—		—		(10,857)		—		(10,857)
Exercise of stock options, net of repurchases (5,763 shares)	—	60,991		—		1		773		—		—		—		774
Stock compensation expense	—	—		—		—		1,735		—		—		—		1,735
Cash dividends declared to common stockholders ($0.20 per share)	—	—		—		—		—		(2,434)		—		—		(2,434)
Issuance of common stock for Merger with Signature	—	3,449,255		—		34		445,679		—		—		—		445,713
Fair value of replacement stock options attributable to Signature Merger	—	—		—		—		20,352		—		—		—		20,352
Balance at September 30, 2026	—	12,159,646	$	—	$	123	$	582,411	$	234,551	$	(20,641)	$	(9,829)	$	786,615

												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 July 1, 2025	—	8,499,559	$	—	$	86	$	106,811	$	173,266	$	(10,919)	$	(5,688)	$	263,556
Net income	—	—		—		—		—		14,057		—		—		14,057
Other comprehensive income	—	—		—		—		—		—		1,418		—		1,418
Exercise of stock options, net of repurchases (7,738 shares)	—	68,624		—		1		394		—		—		—		395
Restricted stock forfeitures	—	(2,692)		—		—		—		—		—		—		—
Stock compensation expense	—	—		—		—		1,303		—		—		—		1,303
Cash dividends declared to common stockholders ($0.175 per share)	—	—		—		—		—		(1,502)		—		—		(1,502)
Balance at September 30, 2025	—	8,565,491	$	—	$	87	$	108,508	$	185,821	$	(9,501)	$	(5,688)	$	279,227

												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	—	—		—		—		—		42,671		—		—		42,671
Other comprehensive loss	—	—		—		—		—		—		(12,152)		—		(12,152)
Exercise of stock options, net of repurchases (17,770 shares)	—	141,400		—		2		1,034		—		—		—		1,036
Restricted stock grants	—	17,926		—		—		—		—		—		—		—
Stock compensation expense	—	—		—		—		5,457		—		—		—		5,457
Cash dividends declared to common stockholders ($0.60 per share)	—	—		—		—		—		(5,907)		—		—		(5,907)
Shares received related to tax withholding	—	(1,340)		—		—		—		—		—		(153)		(153)
Issuance of common stock for Merger with Signature	—	3,449,255		—		34		445,679		—		—		—		445,713
Fair value of replacement stock options attributable to Signature Merger	—	—		—		—		20,352		—		—		—		20,352
Balance at September 30, 2026	—	12,159,646	$	—	$	123	$	582,411	$	234,551	$	(20,641)	$	(9,829)	$	786,615

												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	—	—		—		—		—		37,354		—		—		37,354
Other comprehensive income	—	—		—		—		—		—		4,786		—		4,786
Exercise of stock options, net of repurchases (23,765 shares)	—	177,804		—		2		873		—		—		—		875
Restricted stock grants, net of forfeitures (2,692 shares)	—	32,934		—		—		—		—		—		—		—
Stock compensation expense	—	—		—		—		3,583		—		—		—		3,583
Cash dividends declared to common stockholders ($0.525 per share)	—	—		—		—		—		(4,465)		—		—		(4,465)
Balance at September 30, 2025	—	8,565,491	$	—	$	87	$	108,508	$	185,821	$	(9,501)	$	(5,688)	$	279,227

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)


		Nine Months Ended September 30,
		2026			2025
Cash flows from operating activities:
Net income		$	42,671		$	37,354
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			7,400			6,775
Depreciation of premises and equipment			1,110			849
Stock compensation expense			5,457			3,583
Gain on equity investment			—			(432)
Net amortization (accretion):
Securities			285			357
Loans			(842)			(80)
Right of use asset			930			563
Software			1,420			1,351
Core deposit intangible			1,827			—
Changes in other assets and liabilities:
Accrued interest receivable			(2,320)			(1,565)
Other assets			(12,947)			(8,812)
Operating lease liability			(1,167)			(670)
Accrued expenses and other liabilities			3,403			3,774
Net cash provided by operating activities			47,227			43,047
Cash flows from investing activities:
Net change in loans			(289,618)			(156,514)
Purchases of securities available-for-sale			(276,678)			(38,471)
Proceeds from sales of securities available-for-sale			340,036			—
Principal repayments on securities available-for-sale			51,024			30,712
Principal repayments on securities held-to-maturity			6,126			6,296
Purchases of securities, restricted			(5,444)			(139)
Redemption of securities, restricted			969			—
Proceeds from equity investment			—			1,232
Purchase of equity investment			—			(700)
Purchases of premises and equipment			(500)			(2,821)
Development of capitalized software			(1,276)			(2,064)
Cash acquired in Merger, net of cash consideration paid			104,758			—
Net cash used in investing activities			(70,603)			(162,469)
Cash flows from financing activities:
Net increase in deposits			263,789			237,204
Decrease in borrowings			(2)			(2)
Exercise of stock options, net of repurchases			1,036			875
Tax withholding payments for vested equity awards			(153)			—
Cash dividends paid to common stockholders			(5,680)			(4,225)
Net cash provided by financing activities			258,990			233,852
Increase in cash and cash equivalents			235,614			114,430
Cash and cash equivalents at beginning of the period			235,887			126,329
Cash and cash equivalents at end of the period		$	471,501		$	240,759

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest		$	19,641		$	12,980
Taxes			10,463			15,835
Noncash transactions:
Dividends declared but not paid			227			240
Securities purchased but not yet settled			—			(9,129)

Supplemental disclosures of noncash activities:
Merger (See Note 2 - Business Combination):
Fair value of non-cash assets acquired		$	2,037,783		$	—
Fair value of liabilities assumed			1,676,476			—

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 include the accounts of Esquire Financial Holdings, Inc. (“Esquire”) and its wholly owned subsidiary, Esquire Bank, N.A. (“Esquire Bank” or the “Bank”), collectively referred to as “the Company.” All significant intercompany accounts and transactions have been eliminated in consolidation. On August 1, 2026 (the “merger-date”), the Company completed its merger (the “Merger”) with Signature Bancorporation, Inc., the parent company of Signature Bank of Chicago (collectively “Signature”). See Note 2, “Business Combination,” for the transaction details.

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. 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 nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or any other period.

Business Combinations Policy

The Company accounts for business combinations under the acquisition method of accounting. Identifiable assets acquired and liabilities assumed are recognized at their merger-date fair values, except for items subject to specific recognition or measurement exceptions under U.S. GAAP, including acquired-loan allowances for credit losses, income taxes and share-based payment awards. Goodwill is the excess of consideration transferred over the recognized amounts of identifiable net assets acquired. For items whose initial accounting is incomplete, provisional amounts may be adjusted during the measurement period as information about facts and circumstances existing at the merger-date becomes available. The measurement period ends when the necessary information is obtained, or when the Company determines that additional information is not obtainable, and may not exceed one year from the merger-date. Merger-related costs are expensed as incurred.

Goodwill Policy

Goodwill is not amortized but is evaluated for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company has selected October 31 as its annual goodwill impairment testing date. The Company has determined that it has one reporting unit for purposes of evaluating goodwill for impairment.

The Company may first perform a qualitative assessment to determine whether a quantitative impairment test is necessary. Factors considered include economic, industry and market conditions, overall financial performance, changes in expected operating results, and sustained declines in the Company’s stock price. If the qualitative assessment indicates that it is more likely than not that the reporting unit’s fair value is less than its carrying amount, or if the Company elects to bypass the qualitative impairment test, a quantitative test is performed.

Under the quantitative impairment test, the reporting unit’s fair value is compared with its carrying amount, including goodwill. An impairment loss is recognized for the amount by which the carrying amount exceeds fair value, limited to the carrying amount of goodwill allocated to the reporting unit.

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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.

Change in Allowance Methodology

During the quarter ended September 30, 2026, the Company changed the methodology used to estimate the allowance for credit losses on its legacy Esquire loan portfolio from a static pool Weighted Average Remaining Maturity (“WARM”) methodology to a Discounted Cash Flow (“DCF”) methodology, effective August 1, 2026. The change was made in conjunction with the Company's merger with Signature and management's reassessment of the estimation methodology appropriate for the combined company on a prospective basis.

The DCF methodology replaces the historical loss rates used in the WARM methodology with peer-group loss history derived from FFIEC Call Report data for banks with comparable asset size and loan portfolio characteristics. Probabilities of default are developed from regression models that relate peer default rates to macroeconomic variables, principally the unemployment rate and gross domestic product, using Federal Open Market Committee forecasts. Loss given default is based on peer loss experience. The model projects loan-level contractual cash flows adjusted for prepayment and curtailment assumptions derived from industry benchmark data, probabilities of default, loss given default, and recovery timing of 24 months from charge-off (six months for consumer loans), and discounts expected cash flows at each loan's effective interest rate. Management determined that DCF better reflects the contractual cash-flow characteristics of the legacy Esquire portfolio and future new loans that will be originated under the combined company. The change does not indicate that the former methodology was inappropriate when previously applied.

Purchased seasoned loan pools from the Company's merger with Signature are closed pools. Loans originated after August 1, 2026 are evaluated in the DCF pools. The acquired pools are evaluated using a non-discounted expected cash flow methodology that uses the same assumptions as the DCF methodology but does not discount expected cash flows. Acquired loans were recorded at fair value, which includes a purchase discount. A discounted methodology would require an effective interest rate that equates each loan's expected cash flows to its purchase price. Measuring on the unpaid principal balance is consistent with how the merger-date allowance was determined under the gross-up approach. It also keeps the remaining noncredit discount, which is recognized in interest income, separate from the allowance.

Management concluded that the change reflects new information and changing risk characteristics of the loan portfolio resulting from the Company’s merger with Signature rather than a correction of an error or a change in accounting principle, which was accounted for as a change in accounting estimate, with prospective application beginning August 1, 2026. Prior-period amounts were not restated or presented on a pro forma basis for this change in accounting estimate. The methodology change resulted in no material impact to the allowance for credit losses and the related provision for credit losses in the current period.

Allowance for Credit Losses and Loans Held for Investment

The Company's loan portfolio consists of originated loans and loans acquired in connection with the Signature Merger completed on August 1, 2026. Acquired loans include purchased seasoned loans ("PSL") and purchased credit deteriorated loans ("PCD"). For originated loans evaluated collectively, the Company estimates expected credit losses using a discounted cash flow methodology that compares amortized cost with the present value of expected cash flows. For acquired PSL loans evaluated collectively, the Company uses a non-discounted expected cash flow methodology that measures expected losses without discounting. Both methodologies incorporate loan-level repayment projections, probabilities of default, loss-given-default assumptions, prepayments or curtailments, and reasonable and supportable economic forecasts. Qualitative adjustments address risks not sufficiently reflected in the quantitative estimates. Loans that do not share similar risk characteristics with other loans are evaluated individually, including the acquired PCD loans identified for individual evaluation.

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The Company groups loans for collective evaluation based on similar risk characteristics, including loan or product type, collateral and occupancy characteristics, repayment source, and acquired-loan classification. Commercial and industrial lending distinguishes attorney lending from other commercial lending. Commercial real estate lending distinguishes owner-occupied from non-owner-occupied properties. These distinctions represent modeling pools within the Company’s six portfolio segments (which correspond to the six loan classes presented in Note 4). Other lending categories include multifamily, construction and land development, residential mortgage and home equity, and consumer lending, including post-settlement loans. Originated and acquired PSL pools are evaluated separately using the respective methodologies described above. The acquired PSL pools are closed to new loans. The Company reassesses whether loans continue to share similar risk characteristics and evaluates loans individually when they no longer share the characteristics of an applicable pool.

Acquired loans were evaluated as of the merger-date to determine whether they met the definition of purchased credit deteriorated loans. PCD loans were evaluated individually and accounted for under the gross-up approach. All acquired loans that did not meet the definition of PCD assets qualified as purchased seasoned loans and were accounted for under the gross-up approach prescribed by Accounting Standards Codification (“ASC”) 326 and Accounting Standards Update (“ASU”) 2025-08. The merger-date allowance components for PSL and PCD loans were reflected through purchase accounting and did not result in an initial provision for credit losses. The merger-date expected loss amount deemed uncollectible on the identified PCD loan was not recognized on the Company’s balance sheet. Subsequent changes in expected credit losses are recognized through provision for credit losses or a reversal of provision.

At September 30, 2026, acquired PSL loans had an amortized cost of $1.32 billion and an allowance for credit losses of $17.1 million, and acquired PCD loans had an amortized cost of $2.4 million with no allowance.

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

Standards Adopted in 2026

In November 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-08, “Financial 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. Acquired non-PCD loans obtained through a business combination qualify as purchased seasoned loans, except for excluded asset types. For qualifying loans obtained outside a business combination or initially recognized through consolidation of a variable interest entity, the loan must be acquired more than 90 days after origination and the acquirer must not have been involved in its 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 the Merger. ASU 2025-08 is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods; early adoption is permitted. The Company adopted ASU 2025-08 effective January 1, 2026 and applied it prospectively to loans acquired on or after that date. The guidance was applied to qualifying loans acquired in the Signature Merger. See the acquired-loan accounting discussion above.

NOTE 2 — Business Combination

Signature Merger

On August 1, 2026, Esquire Financial Holdings, Inc. completed its Merger with Signature Bancorporation, Inc., the parent company of Signature Bank of Chicago, pursuant to the Agreement and Plan of Merger-dated March 11, 2026 (the “Merger Agreement”). At the closing, Esquire Merger Sub, Inc. merged with and into Signature Bancorporation, with Signature Bancorporation continuing as the surviving entity, and immediately thereafter, Signature Bancorporation merged with and into Esquire, with Esquire continuing as the surviving corporation. Signature Bank then merged with and into Esquire Bank, National Association, with Esquire Bank continuing as the surviving bank (collectively, the "Merger").

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The Merger combines Esquire’s national litigation and payment-processing verticals with Signature’s established Chicago and Midwest commercial banking franchise. Management’s principal reasons for the Merger were to expand the Company’s presence in the Chicago and Midwest markets and combine the two companies’ commercial banking capabilities and customer relationships.

Each outstanding share of Signature common stock, was converted into the right to receive 2.671 shares of Esquire common stock, with cash paid in lieu of fractional shares. The Company issued 3.449 million shares of common stock to former Signature shareholders. The fair value of the common stock issued was based on the closing price of Esquire common stock on July 31, 2026.

Outstanding Signature stock options vested in connection with the Merger, were assumed by Esquire and were converted into options to purchase Esquire common stock in accordance with the Merger Agreement. These stock options were accounted for as modified awards as of the merger-date with the merger-date fair-value-based measure of the replacement awards totaling $21.4 million, of which, $20.3 million was attributable to pre-combination service and included in consideration transferred. The remaining $1.1 million was attributable to post-combination service and is being recognized as compensation expense over 4.8 years subsequent to the merger-date.


	As of August 1, 2026
	(Dollars in thousands, except share data)
Purchase Price Consideration
Signature common shares outstanding and exchanged		1,291,400
Final exchange ratio		2.671
Esquire common shares entitlement		3,449,329
Fractional shares subject to cash in lieu		(74)
Esquire common shares issued		3,449,255
Esquire closing share price on July 31, 2026	$	129.22
Fair value of common stock issued	$	445,713
Fair value of replacement stock options attributable to pre-combination service		20,352
Cash paid in lieu of fraction shares		9
Total purchase price consideration	$	466,074

The Merger was accounted for as a business combination using the acquisition method of accounting, with Esquire identified as the accounting acquirer. Accordingly, the assets acquired and liabilities assumed were recorded at their estimated fair values as of the merger-date. The following allocation is subject to refinement during the measurement period, which will not exceed one year from the merger-date, as the Company completes its valuation of loans, deposits, core deposit intangible, deferred taxes, contingencies, and other items. Measurement-period adjustments will be recognized in the period in which the adjustment amounts are determined, including the effect on earnings that would have been recognized if the accounting had been completed as of the merger-date.

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	As of August 1, 2026
	(In thousands)
Total purchase price consideration	$	466,074

Fair Value of Assets Acquired:
Cash and cash equivalents		104,767
Securities available-for-sale		343,124
Loans receivable, net		1,363,395
Core deposit intangible		49,326
Other assets		35,056
Total assets acquired	$	1,895,668

Fair Value of Liabilities Assumed:
Deposits		1,651,095
Borrowings		9,191
Other liabilities		16,191
Total liabilities assumed	$	1,676,477
Net assets acquired	$	219,191
Goodwill recorded in Merger	$	246,883

Goodwill of $246.9 million is not expected to be deductible for federal income tax purposes.

The following is a description of the valuation methodologies used to estimate the fair values of significant assets and liabilities presented above.

Loans – Merger-date fair values were estimated using discounted cash flow analyses incorporating contractual cash flows and market participant assumptions regarding prepayments, expected credit losses, recovery timing, servicing costs and discount rates.

Acquired loans are evaluated as of the merger-date to determine whether they have experienced more-than-insignificant deterioration in credit quality since origination and qualify as purchased financial assets with credit deterioration. The assessment considers credit quality at origination and Merger, including risk ratings, payment performance, nonaccrual status and borrower-specific information. All acquired non-PCD loans that meet the purchased seasoned loan criteria are classified as PSL. For both PCD assets and purchased seasoned loans, the merger-date allowance for credit losses is added to the allocated purchase price to establish the initial amortized cost basis, without an initial charge to provision for credit losses. Amounts deemed uncollectible at the merger-date are not recognized on the acquiree balance sheet. Subsequent changes in expected credit losses are recognized through provision for credit losses or a reversal of provision.

The Company estimates the allowance for acquired PSL loans evaluated collectively using a non-discounted expected cash flow methodology. Loan-level projections incorporate contractual repayment terms, expected prepayments or curtailments, probabilities of default, loss-given-default assumptions and reasonable and supportable economic forecasts. Unlike the discounted cash flow methodology applied to originated loan pools, expected losses on acquired PSL pools are measured without discounting. Acquired PCD loans that do not share similar risk characteristics with other loans are evaluated individually using borrower-specific expected collections and recovery information.

The noncredit discount is the excess of unpaid principal balance over the initial amortized cost basis after the allowance gross-up. The noncredit discount or premium is recognized in interest income using the applicable interest method, subject to the Company’s nonaccrual policy. The credit-related amount reflected in the initial allowance is not accreted into interest income.

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	PCD Loans
	(In thousands)
Merger date purchase price	$	2,467
Allowance for credit losses at merger-date⁽¹⁾		2,433
Discount attributable to noncredit factors		100
Par value, or unpaid principal balance	$	5,000

(1)

The merger-date allowance component represents the expected-loss estimate under the PCD gross-up model for an amount deemed uncollectible at the merger-date. The uncollectable loan balance was not reflected on the Company’s balance sheet.

Acquired PSL loans had a fair value of $1.36 billion and contractual principal of $1.40 billion at the merger-date. The Company’s best estimate of contractual cash flows not expected to be collected was $18.2 million, which was recognized as the initial allowance for credit losses on these loans.

Deposits – Demand, savings and time deposit fair values generally approximate carrying amounts.

Core deposit intangible - The core deposit intangible was valued using the income approach, specifically the cost savings method, incorporating assumptions about deposit attrition, alternative funding costs, servicing costs and discount rates. The intangible is amortized over an estimated useful life of 8 years using sum of the years digits amortization method, which reflects the pattern in which the economic benefits are expected to be consumed. Amortization expense is included in noninterest expense on the Consolidated Statements of Income. The gross carrying amount, accumulated amortization and net carrying amount at September 30, 2026 were $49.3 million, $1.8 million and $47.5 million, respectively. Amortization expense was $1.8 million for the three and nine months ended September 30, 2026.


Estimated future amortization period		Amount
		(In thousands)
Remainder of 2026	$	2,740
2027		10,391
2028		9,020
2029		7,650
2030		6,280
2031		4,910
Thereafter		6,508
Total	$	47,499

Goodwill - Residual after recognizing identifiable assets acquired and liabilities assumed at fair value.

The following table presents unaudited supplemental pro forma information as if the Merger had occurred on January 1, 2025. The unaudited pro forma information includes adjustments for (i) accreting and amortizing the discounts and premiums associated with the estimated fair value adjustments to acquired loans, (ii) the amortization of recognized intangible assets arising from the Merger, and (iii) the related estimated income tax effects. The pro forma amounts below do not reflect the Company's expectations as of the date of the pro forma information of further operating cost savings and other business synergies expected to be achieved, including revenue growth as a result of the Merger. As a result, actual amounts may be different from the unaudited pro forma information presented.

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	Three Months Ended September 30,					Nine Months Ended September 30,
	2026			2025		2026			2025

	(In thousands)
Net interest income	$	61,697		$	53,189	$	174,552		$	153,333
Provision for credit losses		2,278			2,501		33,571			7,934
Non interest income		10,990			8,297		29,083			24,682
Non-interest expense		44,045			29,450		109,937			86,222
Income tax expense		7,514			8,417		17,136			23,900
Net income		18,850			21,119		42,991			59,959

NOTE 3 — Debt Securities

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


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

		(In thousands)
Securities available-for-sale:
Mortgage-backed securities – agency		$	92,051		$	—		$	(15,350)		$	76,701
Collateralized mortgage obligations ("CMOs") – agency			394,896			13			(12,938)			381,971
Total available-for-sale		$	486,947		$	13		$	(28,288)		$	458,672

					Gross			Gross
		Amortized			Unrecognized			Unrecognized			Fair
		Cost			Gains			Losses			Value

		(In thousands)
Securities held-to-maturity:
CMOs – agency		$	53,997		$	—		$	(7,055)		$	46,942
Total held-to-maturity		$	53,997		$	—		$	(7,055)		$	46,942

		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

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because certain borrowers have the right to call or prepay certain obligations, these securities are not considered to have a single maturity date.

Concurrent with the Merger, the Company sold $340.0 million of securities available-for-sale, net of paydowns, acquired from Signature for the three and nine months ended September 30, 2026. There were no sales of securities during the three and nine months ended September 30, 2025. There was no recognized gain or loss on sale of securities for the three and nine months ended September 30, 2026 and 2025.

At September 30, 2026, securities having a fair value of $454.6 million were pledged to the Federal Home Loan Bank of New York (“FHLB NY”) for borrowing capacity totaling $425.1 million. At December 31, 2025, securities having a fair value of $252.4 million were pledged to the FHLB NY for borrowing capacity totaling $235.7 million.

At September 30, 2026, securities having a fair value of $43.3 million were pledged to the Federal Reserve Bank of New York (“FRB”) for borrowing capacity totaling $42.0 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.

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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:


		September 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		$	13,459		$	(488)		$	63,242		$	(14,862)		$	76,701		$	(15,350)
CMOs – agency			367,269			(11,311)			7,616			(1,627)			374,885			(12,938)
Total available-for-sale		$	380,728		$	(11,799)		$	70,858		$	(16,489)		$	451,586		$	(28,288)

		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		$	5,469		$	(142)		$	41,473		$	(6,913)		$	46,942		$	(7,055)
Total held-to-maturity		$	5,469		$	(142)		$	41,473		$	(6,913)		$	46,942		$	(7,055)

		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 September 30, 2026.

As of September 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 September 30, 2026 and December 31, 2025.

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Accrued interest receivable on securities totaling $2.0 million at September 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 4 — Loans

The composition of loans by class is summarized as follows:


	September 30,		December 31,
	2026		2025

	(In thousands)
Real estate:
Multifamily	$	455,550	$	372,800
Commercial real estate		534,084		107,293
1 – 4 family		42,101		9,835
Construction		99,286		—
Total real estate		1,131,021		489,928
Commercial		2,134,484		1,245,555
Consumer		159,698		22,762
Total loans held for investment		3,425,203		1,758,245
Deferred origination costs, net of fees		334		182
Allowance for credit losses		(44,677)		(24,022)
Loans held for investment, net	$	3,380,860	$	1,734,405

Loans acquired from Signature were recorded at fair value on the merger-date, including an interest rate discount of $16.6 million. At September 30, 2026, the remaining unaccreted interest rate discount was $15.6 million and is reflected as a reduction of the loan balances presented above. Accretion of this discount increased interest income on loans by $1.0 million for both the three and nine months ended September 30, 2026.

Commercial loans include commercial Litigation-Related loans of $1.45 billion and other commercial loans of $680.0 million at September 30, 2026. Commercial loans include commercial Litigation-Related loans of $1.18 billion and other commercial loans of $67.2 million at December 31, 2025.

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


				Commercial
		Multifamily		Real Estate		1‑4 Family			Construction		Commercial		Consumer		Total

		(In thousands)
September 30, 2026
Allowance for credit losses:
Beginning balance		$	4,611	$	997	$	29		$	—	$	17,838	$	1,249	$	24,724
Provision (credit) for credit losses			1,233		148		(9)			(452)		1,535		(655)		1,800
Initial allowance on purchased seasoned loans ⁽¹⁾			262		4,060		96			2,514		9,347		1,915		18,194
Recoveries			—		—		—			—		—		12		12
Loans charged-off			—		—		—			—		—		(53)		(53)
Total ending allowance balance		$	6,106	$	5,205	$	116		$	2,062	$	28,720	$	2,468	$	44,677

September 30, 2025
Allowance for credit losses:
Beginning balance		$	5,013	$	681	$	37		$	—	$	12,910	$	766	$	19,407
Provision (credit) for credit losses			538		127		(1)			—		1,072		14		1,750
Recoveries			—		—		—			—		—		1		1
Loans charged-off			(27)		—		—			—		—		(12)		(39)
Total ending allowance balance		$	5,524	$	808	$	36		$	—	$	13,982	$	769	$	21,119

(1)

Excludes $2.4 million of initial allowance for credit losses on acquired PCD loans that was not recognized on the Company’s balance sheet.

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


					Commercial
		Multifamily			Real Estate		1‑4 Family		Construction		Commercial		Consumer		Total

		(In thousands)
September 30, 2026
Allowance for credit losses:
Beginning balance		$	6,026		$	795	$	35	$	—	$	16,285	$	881	$	24,022
Provision (credit) for credit losses			4,566			350		(15)		(452)		3,088		(137)		7,400
Initial allowance on purchased seasoned loans ⁽¹⁾			262			4,060		96		2,514		9,347		1,915		18,194
Recoveries			—			—		—		—		—		14		14
Loans charged-off			(4,748)			—		—		—		—		(205)		(4,953)
Total ending allowance balance		$	6,106		$	5,205	$	116	$	2,062	$	28,720	$	2,468	$	44,677

September 30, 2025
Allowance for credit losses:
Beginning balance		$	5,116		$	691	$	52	$	—	$	14,283	$	837	$	20,979
Provision (credit) for credit losses			3,683			117		63		—		2,949		(37)		6,775
Recoveries			—			—		—		—		—		26		26
Loans charged-off			(3,275)			—		(79)		—		(3,250)		(57)		(6,661)
Total ending allowance balance		$	5,524		$	808	$	36	$	—	$	13,982	$	769	$	21,119

(1)

Excludes $2.4 million of initial allowance for credit losses on acquired PCD loans that was not recognized on the Company’s balance sheet.

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At September 30, 2026, the Company had undrawn committed and uncommitted Commercial Litigation-Related lines of credit totaling $99.6 million and $1.01 billion, respectively, at September 30, 2026 compared to $106.9 million and $797.5 million, respectively, at December 31, 2025.

There was no provision for credit losses on unfunded commitments for the three and nine months ended September 30, 2026. The allowance for credit losses on unfunded commitments, included in accrued expenses and other liabilities, was $1.2 million at September 30, 2026, including $706 thousand assumed in the Signature Merger, and $500 thousand at December 31, 2025. There was no provision for credit losses on unfunded commitments for the three and nine months ended September 30, 2025.

As of September 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 $711 thousand, with no associated specific reserve on the Consolidated Statements of Financial Condition. Loans acquired in the Signature Merger that were individually evaluated totaled $3.5 million at September 30, 2026, including PCD loans of $2.4 million, and had no associated allowance. 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.

The following tables present the aging of the past due loans measured at amortized cost, excluding deferred origination cost, net of fees, due to immateriality, by class of loans as of September 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)
September 30, 2026
Multifamily		$	—		$	—		$	—		$	4,400		$	4,400		$	451,150		$	455,550
Commercial real estate			—			—			—			2,108			2,108			531,976			534,084
1 – 4 family			—			—			—			—			—			42,101			42,101
Construction			—			—			—			396			396			98,890			99,286
Commercial			329			—			—			1,690			2,019			2,132,465			2,134,484
Consumer			2			—			2			—			4			159,694			159,698
Total		$	331		$	—		$	2		$	8,594		$	8,927		$	3,416,276		$	3,425,203

														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
Construction			—			—			—			—			—			—			—
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

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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 origination for non-revolving loans.


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

	(In thousands)
Multifamily:
Pass	$	56,712	$	60,459	$	30,375	$	106,898	$	30,136	$	158,705	$	372	$	—	$	443,657
Special Mention		—		—		—		—		—		7,673		—		—		7,673
Substandard		—		—		—		—		—		4,400		—		—		4,400
Doubtful		—		—		—		—		—		—		—		—		—
Total		56,712		60,459		30,375		106,898		30,136		170,778		372		—		455,730
Current period gross charge-offs		—		3,176		—		—		—		1,572		—		—		4,748

Commercial real estate:
Pass		52,148		87,301		46,021		38,492		112,919		188,824		4,752		—		530,457
Special Mention		—		408		—		—		—		1,084		—		—		1,492
Substandard		—		—		—		—		—		2,108		—		—		2,108
Doubtful		—		—		—		—		—		—		—		—		—
Total		52,148		87,709		46,021		38,492		112,919		192,016		4,752		—		534,057
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

1-4 family:
Pass		8,241		3,889		6,584		1,568		4,134		11,502		6,186		—		42,104
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		8,241		3,889		6,584		1,568		4,134		11,502		6,186		—		42,104
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Construction:
Pass		3,101		32,182		35,441		—		17,741		57		1,574		—		90,096
Special Mention		—		—		—		—		8,794		—		—		—		8,794
Substandard		—		—		—		—		—		396		—		—		396
Doubtful		—		—		—		—		—		—		—		—		—
Total		3,101		32,182		35,441		—		26,535		453		1,574		—		99,286
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Commercial:
Pass		212,662		174,904		84,754		33,820		46,500		35,966		1,526,740		13,125		2,128,471
Special Mention		—		325		3,556		—		—		134		483		—		4,498
Substandard		—		—		—		—		693		—		997		—		1,690
Doubtful		—		—		—		—		—		—		—		—		—
Total		212,662		175,229		88,310		33,820		47,193		36,100		1,528,220		13,125		2,134,659
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Consumer:
Pass		1,762		922		536		1,643		423		893		149,260		4,262		159,701
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		1,762		922		536		1,643		423		893		149,260		4,262		159,701
Current period gross charge-offs		—		—		4		113		88		—		—		—		205

Total:
Pass		334,626		359,657		203,711		182,421		211,853		395,947		1,688,884		17,387		3,394,486
Special Mention		—		733		3,556		—		8,794		8,891		483		—		22,457
Substandard		—		—		—		—		693		6,904		997		—		8,594
Doubtful		—		—		—		—		—		—		—		—		—
Total loans	$	334,626	$	360,390	$	207,267	$	182,421	$	221,340	$	411,742	$	1,690,364	$	17,387	$	3,425,537
Total current period gross charge-offs	$	—	$	3,176	$	4	$	113	$	88	$	1,572	$	—	$	—	$	4,953

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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

Construction:
Pass		—		—		—		—		—		—		—		—		—
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		—		—		—		—		—		—		—		—		—
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

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.

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Loan Modifications to Borrowers Experiencing Financial Difficulty

During the three and nine months ended September 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.

During the three months ended September 30, 2025, 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. During the nine months ended September 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 nine months ended September 30, 2026, the Company foreclosed on the property securing this nonaccrual multifamily loan (totaling $7.8 million), 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), sold the OREO to an unrelated third party, and partially funded the sale, which was accounted for as a new loan.

Pledged Loans

At September 30, 2026, loans totaling $584.4 million were pledged to the FHLB for borrowing capacity totaling $398.1 million. At December 31, 2025, loans totaling $319.4 million were pledged to the FHLB for borrowing capacity totaling $219.8 million.

Purchased Credit-Deteriorated Loans (“PCD”)

PCD loans acquired in the Signature Merger are included in the tables in this note by class. The reconciliation of the purchase price of PCD loans to their par value at the merger-date is presented in Note 2 “Business Combination”.

NOTE 5 — Subordinated Notes

In connection with the Merger on August 1, 2026, the Company assumed $7.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the “Notes”) originally issued by Signature on May 31, 2018. The Notes were recorded at their merger-date fair value of $7.0 million, which approximated amortized cost.

The Notes bear interest at a floating rate equal to the Secured Overnight Financing Rate plus 3.00% and a spread adjustment of 0.26161%, which resets quarterly. Interest is payable quarterly, and the Notes mature on June 1, 2028, unless redeemed earlier. The Notes became callable on June 1, 2023 and may be redeemed at the Company’s option, in whole or in part, on any quarterly interest payment due date. At September 30, 2026, the interest rate was 7.16%.

At September 30, 2026, the outstanding principal balance was $7.0 million and the carrying amount was $7.0 million. The Company had no subordinated notes outstanding at December 31, 2025.

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NOTE 6 — Noninterest Income

The majority of the Company’s revenue-generating transactions are not subject to 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 September 30,						Nine Months Ended September 30,
		2026			2025			2026			2025

		(In thousands)
Payment processing fees:
Payment processing income		$	5,258		$	4,900		$	15,178		$	14,600
ACH income			186			169			535			488
Total payment processing fees			5,444			5,069			15,713			15,088
Customer related fees, service charges and other:
Administrative service income			1,052			731			3,281			2,254
Gain on equity investment ⁽¹⁾			—			—			—			432
Other			1,389			433			1,729			1,187
Total customer related fees, service charges and other			2,441			1,164			5,010			3,873
Total noninterest income		$	7,885		$	6,233		$	20,723		$	18,961

(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.

●

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. Court-approved orders outline our performance obligations with the QSFs. These obligations include 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.

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NOTE 7 — 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.

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


		Nine Months Ended September 30, 2026
							Weighted
				Weighted			Average
				Average			Remaining
				Exercise			Contractual
		Options		Price			Life (Years)
Outstanding at beginning of year		376,910		$	34.88
Acquired in the Merger		244,137			49.22
Granted		—			—
Exercised		(159,170)			19.18
Forfeited		—			—
Expired		—			—
Outstanding at period end		461,877		$	47.87		5.37
Vested or expected to vest		461,877		$	47.87		5.37
Exercisable at period end		384,752		$	39.56		4.71

The Company recognized compensation expense related to options of $246 thousand and $188 thousand for the three months ended September 30, 2026 and 2025, respectively. The Company recognized compensation expense related to options of $659 thousand and $557 thousand for the nine months ended September 30, 2026 and 2025, respectively. At September 30, 2026, unrecognized compensation cost related to nonvested options was approximately $2.1 million and is expected to be recognized over a weighted average period of 3.22 years. The intrinsic value for outstanding options, net of expected forfeitures was $31.6 million at September 30, 2026. The intrinsic value for exercisable options was $29.6 million at September 30, 2026.

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


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2026			2025			2026			2025

		(In thousands)
Intrinsic value of options exercised		$	6,876		$	6,432		$	15,059		$	15,057
Cash received from option exercises			773			395			1,035			875
Excess tax benefit from option exercises			986			1,488			1,457			2,635

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


		Nine Months Ended September 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 $975 thousand for the three months ended September 30, 2026 and 2025, respectively. The Company recognized compensation expense related to restricted stock of $3.9 million and $2.7 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, there was $10.4 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 3.11 years.

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


		Nine Months Ended September 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 $304 thousand and $140 thousand for the three months ended September 30, 2026 and 2025, respectively. The Company recognized compensation expense related to PSUs of $852 thousand and $358 thousand for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, there was $2.3 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 2.01 years.

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NOTE 8 — Earnings per Share

The factors used in the earnings per share computation follow:


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2026			2025			2026			2025

		(Dollars in thousands, except per share data)
Basic:
Net income		$	17,482		$	14,057		$	42,671		$	37,354
Weighted average shares outstanding			10,598,905			8,094,441			9,050,562			8,038,047
Basic earnings per share		$	1.65		$	1.74		$	4.71		$	4.65

Diluted:
Net income		$	17,482		$	14,057		$	42,671		$	37,354
Weighted average shares outstanding for basic earnings per share			10,598,905			8,094,441			9,050,562			8,038,047
Add: Dilutive effects of share based awards			544,588			595,689			481,904			608,351
Weighted average shares and dilutive potential shares			11,143,493			8,690,130			9,532,466			8,646,398
Diluted earnings per share		$	1.57		$	1.62		$	4.48		$	4.32

Share-based awards totaling 43,395 and 25,641 shares of common stock were not considered in computing diluted earnings per common share for the three months ended September 30, 2026 and 2025, respectively, because they were anti-dilutive. Share-based awards totaling 43,251 and 44,156 shares of common stock were not considered in computing diluted earnings per common share for the nine months ended September 30, 2026 and 2025, respectively, because they were anti-dilutive.

NOTE 9 — 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.

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. Renewal options 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 September 30, 2026, right of use (“ROU”) lease assets and related lease liabilities were $3.3 million and $3.8 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. The increase in ROU assets

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and related lease liabilities in 2026 was due to the Company’s acquisition of operating leases related to Signature’s headquarters and retail branches.

As of September 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 September 30, 2026, are summarized as follows:


		Operating Lease
		Liabilities
		(In thousands)
2026	$	363
2027		845
2028		732
2029		753
2030		505
Thereafter		1,129
Total operating lease payments		4,327
Less: interest		557
Present value of operating lease liabilities	$	3,770

In addition to the table above, as of September 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.


	September 30,
	2026			2025
Weighted-average remaining lease term		5.62	years		6.30	years
Weighted-average discount rate		4.61	%		4.27	%

The components of total lease cost are as follows:


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2026		2025		2026		2025

		(In thousands)
Operating lease cost		$	323	$	194	$	768	$	639
Short-term lease cost			38		33		108		79
Total lease cost		$	361	$	227	$	876	$	718

Cash paid for operating leases		$	359	$	292	$	954	$	854

NOTE 10 — 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.

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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)
September 30, 2026
Assets
Securities available-for-sale
Mortgage-backed securities – agency		$	—		$	76,701		$	—
CMOs – agency			—			381,971			—
Total available-for-sale		$	—		$	458,672		$	—

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 nine months ended September 30, 2026 and 2025.

Assets measured at fair value on a non-recurring basis are summarized below:


		Fair Value Measurements Using:

		Carrying Value			(Level 1)			(Level 2)			(Level 3)			Total

		(In thousands)
September 30, 2026
Collateral-dependent loans:
Multifamily		$	4,400		$	—		$	—		$	4,400		$	4,400
Commercial real estate			2,108			—			—			2,108			2,108
Construction			396			—			—			396			396
Commercial			1,690			—			—			1,690			1,690
OREO			1,000			—			—			1,000			1,000

December 31, 2025
Collateral-dependent loans:
Multifamily		$	7,836		$	—		$	—		$	7,836		$	7,836
Commercial			736			—			—			736			736

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The following table presents the quantitative information about level 3 fair value measurements for assets measured at fair value on a non-recurring basis at September 30, 2026:


		Fair Value			Valuation Technique			Unobservable Input

		(In thousands)
September 30, 2026
Collateral-dependent loans:
Multifamily		$	4,400			Sales comparison approach			Adjustments for differences between comparable property sales
Commercial real estate			2,108			Sales comparison approach			Adjustments for differences between comparable property sales
Construction			396			Sales comparison approach			Adjustments for differences between comparable property sales
Commercial			1,690			Discounted cash flow			Projected cash flow assumptions
OREO			1,000			Sales comparison approach			Adjustments for differences between comparable property sales

December 31, 2025
Collateral-dependent loans:
Multifamily		$	7,836			Sales comparison approach			Adjustments for differences between comparable property sales
Commercial			736			Discounted cash flow			Projected cash flow assumptions

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


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

		(In thousands)
Financial Assets:
Cash and cash equivalents		$	471,501		$	471,501		$	—		$	—		$	471,501
Securities, held-to-maturity			53,997			—			46,942			—			46,942
Securities, restricted, at cost			9,506			N/A			N/A			N/A			N/A
Loans held for investment, net			3,372,266			—			—			3,323,739			3,323,739
Accrued interest receivable			21,589			—			2,496			19,093			21,589

Financial Liabilities:
Time deposits			63,198			—			62,506			—			62,506
Demand and other deposits			3,914,692			3,914,692			—			—			3,914,692
FHLB Advances			2,191			—			2,191			—			2,191
Subordinated notes			7,000			—			7,000			—			7,000
Other borrowings			38			—			—			38			38
Accrued interest payable			580			—			580			—			580

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		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			1,725,833			—			—			1,702,009			1,702,009
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
Borrowings			40			—			—			40			40
Accrued interest payable			1			—			1			—			1

NOTE 11 — Accumulated Other Comprehensive Loss

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


		Three Months Ended September 30,						Nine Months Ended September 30,
		2026			2025			2026			2025

		(In thousands)
Unrealized (Losses) Gains on Securities Available-for-Sale
Beginning balance		$	(9,784)		$	(10,919)		$	(8,489)		$	(14,287)
Other comprehensive (loss) income, net of tax			(10,857)			1,418			(12,152)			4,786
Net current period other comprehensive (loss) income			(10,857)			1,418			(12,152)			4,786
Ending balance		$	(20,641)		$	(9,501)		$	(20,641)		$	(9,501)

There were no reclassifications out of accumulated other comprehensive loss for the three and nine months ended September 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 September 30, 2026 and December 31, 2025 and results of operations for the three and nine months ended September 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:

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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

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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:

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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, 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;

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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;

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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 ISOs with whom we do business;

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

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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;

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fluctuations in the demand for loans;

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

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changes in consumer spending, borrowing and savings habits;

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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;

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

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

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the impairment of our investment securities;

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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;

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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;

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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;

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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;

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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

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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.

Signature Merger

The September 30, 2026 financial position includes the acquired Signature assets and assumed liabilities. Results for the three and nine months ended September 30, 2026 include Signature’s operations from August 1, 2026 through September 30, 2026. The corresponding 2025 periods do not include Signature’s assets and assumed liabilities. Accordingly, changes in balances and operating results reflect both the Merger and changes in the existing business and are not directly comparable without considering 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 estimates 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 estimates, which involve the most complex or subjective decisions or assessments, are as follows:

Fair Value of Acquired Loans. In connection with the Signature Merger on August 1, 2026, the Company estimated the merger-date fair values of acquired loans with the assistance of a third-party valuation specialist. Management considers this valuation to be a critical accounting estimate because it involves significant judgment regarding expected future cash flows and market participant assumptions.

Estimated fair values were determined using discounted cash flow analyses incorporating assumptions regarding expected credit losses, prepayments, the timing of collections and discount rates. Discount rates reflected market participant return requirements, including funding costs, capital requirements, servicing costs, liquidity premiums and other applicable risk adjustments. Purchased credit-deteriorated loans were evaluated separately, incorporating assessments of expected collectability, collateral coverage, recovery timing and other loan-specific risk factors.

Different assumptions could materially affect the estimated fair values, resulting goodwill and subsequent recognition of interest income. Higher discount rates or greater expected credit losses would generally reduce estimated fair values. For valuations that remain provisional, adjustments may be recorded during the measurement period as additional information about facts and circumstances existing at the merger-date becomes available. See Note 2, “Business Combination”, in the accompanying unaudited Consolidated Interim Financial Statements for additional information.

Allowance for Credit Losses on Loans Held for Investment. Management considers the accounting estimate relating to the allowance for credit losses on loans held for investment to be a critical accounting estimate 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 “Basis of Presentation and Summary of Significant Accounting Policies” in the accompanying unaudited Consolidated Interim Financial Statements 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 uses a Discounted Cash Flow methodology to calculate the quantitative component of expected credit losses for originated loans evaluated collectively. Effective August 1, 2026, the Company transitioned its legacy loan portfolio from a Weighted Average Remaining Maturity methodology to the Discounted Cash Flow methodology following the Signature Merger and management's reassessment of the estimation methodology appropriate for that portfolio. The model projects loan-level contractual principal and interest cash flows over the contractual term and incorporates expected prepayments or curtailments, forecasted probabilities of default, loss-given-default assumptions, recovery timing and other relevant assumptions. For originated loans, expected cash flows are discounted at the financial asset's effective interest rate. For variable-rate loans, the Company applies its approved and consistently applied

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methodology for determining the effective interest rate and projecting contractual cash flows. The quantitative allowance equals the amount by which the amortized cost basis exceeds the present value of cash flows expected to be collected.

For acquired PSLs evaluated collectively, the Company uses a non-discounted expected cash flow methodology. Loan-level projections incorporate contractual repayment terms, expected prepayments or curtailments, probabilities of default, loss-given-default assumptions and reasonable and supportable economic forecasts. Expected losses are calculated by applying credit-loss assumptions to projected principal exposure without discounting. Acquired PCD loans are evaluated individually using borrower-specific expected collections and recovery information. Net deferred fees and costs, purchase premiums and discounts, and other components of amortized cost are incorporated in accordance with the Company's documented model configuration and accounting elections.

Model inputs are based on peer group historical default and loss information derived from FFIEC Call Report data for banks with comparable asset size and loan portfolio characteristics. Probabilities of default are developed from regression models that relate peer default rates to macroeconomic variables, principally the unemployment rate and gross domestic product, using Federal Open Market Committee forecasts. Loss given default is based on peer loss experience. The model projects loan-level contractual cash flows adjusted for prepayment and curtailment assumptions derived from industry benchmark data, probabilities of default, loss given default, and recovery timing of 24 months from charge-off (six months for consumer loans), and discounts expected cash flows at each loan's effective interest rate. Management evaluates the relevance and reliability of historical periods, peer groups, probability-of-default assumptions, loss-given-default assumptions, prepayment or curtailment speeds, recovery timing and other inputs at least annually.

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

The Company incorporates current conditions and reasonable and supportable forecasts into its quantitative allowance methodologies for the period over which management can develop or obtain supportable projections. Forecasts may affect expected default timing, loss severity, prepayments, recoveries and other cash flow assumptions. The Company applies a four-quarter reasonable and supportable forecast period using Federal Open Market Committee forecasts of the unemployment rate and gross domestic product, followed by a four-quarter straight-line reversion to historical loss information. The forecast horizon, reversion period, reversion method, economic variables and scenario selection are documented and reviewed at least annually.

Management may adjust the quantitative allowance estimates for current conditions, portfolio risks and forecast considerations that are not fully reflected in the model. Qualitative factors are evaluated by portfolio segment and address changes in lending policies and procedures; national and local economic conditions; changes in the nature, volume and terms of loans; the experience and depth of lending management and staff; trends in delinquencies, risk-rating migration and adversely classified loans; the quality of the loan review system; underlying collateral values; concentrations of credit; and other external factors. The Company also applies a separate commercial and industrial concentration adjustment for unusually large borrower exposures. Qualitative adjustments may be positive or negative and are supported by documented evidence, a defined measurement approach and management approval. Management evaluates each adjustment for overlap with quantitative model inputs to prevent the same risk from being captured more than once. Qualitative adjustments are reviewed at each reporting date and removed or revised when the underlying risk is reflected in the quantitative model or is no longer present.

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

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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, less estimated costs to sell, if applicable, and the amortized cost basis of the financial asset. As of September 30, 2026, there was one collateral dependent multifamily loan secured by real estate totaling $4.4 million, one collateral dependent commercial loan secured by business assets totaling $711 thousand that was individually analyzed, with no associated specific reserve on the Consolidated Statements of Financial Condition. Loans acquired in the Signature Merger that were individually evaluated totaled $3.5 million, including PCD loans of $2.4 million, and had no associated allowance at September 30, 2026. The PCD loans are not collateral dependent and are measured using borrower-specific expected collections. The allowance on these loans at the merger-date was charged off in conjunction with the Merger.

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.

Change in Allowance Methodology

During the quarter ended September 30, 2026, the Company changed the methodology used to estimate the allowance for credit losses on its legacy loan portfolio from a static pool Weighted Average Remaining Maturity methodology to a Discounted Cash Flow methodology, effective August 1, 2026. The change was made in conjunction with the Company's Merger with Signature and management's reassessment of the estimation methodology appropriate for the company on a prospective basis.

The DCF methodology replaced the Company's historical loss rates used under the WARM methodology with peer-group historical default and loss information, and introduced the probability-of-default regression models, loss-given-default, prepayment and curtailment, and recovery timing assumptions described above. Management determined that DCF better reflects the contractual cash-flow characteristics of the legacy portfolio and future new loans that will be originated by the Company.

Purchased seasoned loan pools from the Signature Merger are closed pools. Loans originated after August 1, 2026 are evaluated in the DCF pools. The acquired pools are evaluated using a non-discounted expected cash flow methodology that uses the same assumptions as the DCF methodology but does not discount expected cash flows. Acquired loans were recorded at fair value, which includes a purchase discount. A discounted methodology would require an effective interest rate that equates each loan's expected cash flows to its purchase price. Measuring on the unpaid principal balance is consistent with how the merger-date allowance was determined under the gross-up approach. It also keeps the remaining noncredit discount, which is recognized in interest income, separate from the allowance.

The change does not indicate that the former methodology was inappropriate when previously applied. Management concluded that the change reflects new information and changing risk characteristics of the loan portfolio resulting from the Signature Merger rather than a correction of an error or a change in accounting principle. The change was accounted for prospectively as a change in accounting estimate beginning August 1, 2026. Prior-period amounts were not restated or presented on a pro forma basis for this change in accounting estimate. The change resulted in no material impact to the allowance for credit losses and the related provision for credit losses in the current period.

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During 2026, the composition of the Company's loan portfolio was impacted by the Signature Merger. The acquired portfolio expanded the Company's exposure across commercial and industrial, commercial real estate, multifamily, construction, residential and consumer lending segments. Management considered the characteristics of both legacy loans and acquired Signature loans when estimating expected credit losses and determining the allowance for credit losses at September 30, 2026.

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, with five branch offices in Jericho, NY, Los Angeles, CA, and Chicago, IL, as well as an administrative office in Boca Raton, Florida. The Bank is dedicated to serving the financial needs of the litigation industry and small businesses nationally, as well as commercial and retail customers in the New York, Chicago, and Los Angeles metropolitan areas. The Bank offers tailored financial and payment processing solutions to the litigation community and their clients as well as dynamic and flexible payment processing solutions to small business owners. We also offer traditional banking products for businesses and consumers in our local market areas (a subset of the New York, Los Angeles and Chicago 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.

The Company’s foundation for success has been our nationwide branch-lite 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, established 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 8.81% variable rate asset yield on these commercial loans for the quarter ended September 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 $1.58 of low-cost core operating and escrow deposits from these law firms through our branch-lite

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platform, fueling and funding additional growth in our other asset classes. We believe 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 $1.56 billion, or 39%, of total deposits at September 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 $775.5 million at September 30, 2026, makes this litigation vertical a highly desirable core low-cost funding platform fueling bank-wide growth.

Midwest Middle Market Commercial Banking. We are well positioned and maintain long-standing relationships to provide core banking services in the Chicago metropolitan and greater Midwest market, which includes a large, diverse base of privately held companies, family-owned businesses, entrepreneurs, and professional service firms that are underserved by large national and regional banks that are more transaction-oriented and less relationship-focused, as well as smaller community banks that provide an opportunity for us to differentiate through our commercial banking expertise, talent and product depth. In addition to deposit and treasury management services, lending products provided include revolving lines of credit, borrowing base facilities, term loans, equipment financing, acquisition financing and other customized business credit solutions.

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 94,000 small business merchants in all 50 states, and to perform commercial treasury clearing services for approximately $11 billion in volume across 152 million in transactions in the quarter ended September 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 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 has led to industry leading performance. The addition of our Midwest commercial banking platform strengthens our growth potential by adding an established franchise with experienced bankers / business development officers (“BDOs”) with established relationships in the nation’s fourth largest market for contingent fee plaintiff law firms. Coupling our performance with strong balance sheet management including, but not limited to, loan portfolio diversification, an asset sensitive balance sheet with approximately 62% of our loans being variable rate and tied to prime (with interest rate floors in place on 75% of our variable rate loan portfolio), solid credit metrics, a stable low cost deposit base, and strong available liquidity of $1.63 billion, positions our Company for future growth and success.

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

Assets. Our total assets were $4.81 billion at September 30, 2026, an increase of $2.44 billion, or 103.1%, from $2.37 billion at December 31, 2025, due to $1.90 billion from the Signature Merger, organic growth in loans held for investment of $285.9 million, or 16.3%, and organic increases in cash and cash equivalents of $130.8 million, or 55.5%.

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Loan Portfolio Analysis. At September 30, 2026, loans, net of deferred fees and unearned premiums, were $3.43 billion, or 86.1% of total deposits, compared to $1.76 billion, or 85.2% of total deposits, at December 31, 2025. The growth in loans was primarily attributable to $1.38 billion from the Merger with Signature as well as organic growth of $285.9 million driven by net production in commercial loans and to a lesser extent, multifamily and commercial real estate loans. Commercial loans increased $888.9 million, or 71.4%, to $2.13 billion at September 30, 2026 from $1.25 billion at December 31, 2025. Commercial loan growth was primarily driven by $667.6 million in acquired loans from the Merger, as well as $221.3 million, or 17.8%, of organic growth. Commercial Litigation-Related loan growth, all of which was organic, totaled $276.1 million, or 23.4%, to $1.45 billion at September 30, 2026 from $1.18 billion at December 31, 2025. Commercial real estate loans increased $426.8 million, or 397.8%, to $534.1 million at September 30, 2026 from $107.3 million at December 31, 2025. Commercial real estate loan growth was primarily driven by $405.9 million in acquired loans from the Merger, as well as $20.9 million, or 19.4%, of organic growth. Multifamily loans increased $82.8 million, or 22.2%, to $455.6 million at September 30, 2026 from $372.8 million at December 31, 2025. Multifamily loan growth was primarily driven by $42.8 million in acquired loans from the Merger, as well as $39.9 million, or 10.7%, of organic growth. Consumer loans increased $136.9 million, or 601.6%, to $159.7 million at September 30, 2026 from $22.8 million at December 31, 2025. Consumer loan growth was primarily driven by $110.9 million in acquired loans from the Merger, as well as $26.1 million, or 114.5%, of organic growth. Construction loans totaled $99.3 million at September 30, 2026 and there were no construction loans at December 31, 2025. Construction loan growth was entirely driven by acquired loans from the Merger. 1-4 family loans increased $32.3 million, or 328.1%, to $42.1 million at September 30, 2026 from $9.8 million at December 31, 2025, primarily driven by the Merger.

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


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

		(Dollars in thousands)
Real estate:
Multifamily		$	455,550		13.3	%	$	372,800		21.2	%
Commercial real estate			534,084		15.6			107,293		6.1
1 – 4 family			42,101		1.2			9,835		0.6
Construction			99,286		2.9			—		—
Total real estate			1,131,021		33.0			489,928		27.9
Commercial			2,134,484		62.4			1,245,555		70.8
Consumer			159,698		4.6			22,762		1.3
Total loans held for investment		$	3,425,203		100.0	%	$	1,758,245		100.0	%
Deferred origination costs, net of fees			334					182
Allowance for credit losses			(44,677)					(24,022)
Loans held for investment, net		$	3,380,860				$	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:


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

		(Dollars in thousands)
Litigation-Related Loans:
Commercial Litigation-Related:
Working capital lines of credit		$	931,492		63.9	%		$	782,182		66.2	%
Case cost lines of credit			275,210		18.9				209,469		17.7
Term loans			247,748		17.0				186,674		15.8
Total Commercial Litigation-Related			1,454,450		99.8				1,178,325		99.7
Consumer Litigation-Related:
Post-settlement consumer loans			3,233		0.2				3,130		0.3
Total Consumer Litigation-Related			3,233		0.2				3,130		0.3
Total Litigation-Related Loans		$	1,457,683		100.0	%		$	1,181,455		100.0	%

At September 30, 2026, our Litigation-Related loans, which include commercial and consumer lending to attorneys, law firms and plaintiffs/claimants, totaled $1.46 billion, or 42.6% of our total loan portfolio, compared to $1.18 billion, or 67.2% of our total loan portfolio at December 31, 2025. The decrease in Litigation-Related loans as a percentage of our total loan portfolio at September 30, 2026 when compared to December 31, 2025, was driven by the merger with Signature. We also had Commercial Litigation-Related committed and uncommitted undrawn lines of credit totaling $99.6 million and $1.01 billion, respectively, at September 30, 2026 compared to $106.9 million and $797.5 million, respectively, at December 31, 2025.

Litigation-Related post-settlement consumer loans increased $103 thousand to $3.2 million as of September 30, 2026, from $3.1 million as of December 31, 2025.

Debt Securities Portfolio. Securities available-for-sale increased $212.2 million, or 86.1%, to $458.7 million at September 30, 2026 from $246.5 million at December 31, 2025, due to net purchases of $276.7 million primarily as a result of the Signature Merger, offset by portfolio amortization of $51.0 million and increases in unrealized losses of $16.4 million. Concurrent with the Merger, the Company sold $340.0 million of securities available-for-sale, net of paydowns, acquired from Signature and reinvested the proceeds into higher yielding securities that align with the Company’s current portfolio. Securities held-to-maturity decreased $6.2 million, or 10.3%, to $54.0 million at September 30, 2026 from $60.2 million at December 31, 2025, driven by portfolio amortization.

Funding. Total deposits increased $1.91 billion, or 92.8% to $3.98 billion at September 30, 2026 from $2.06 billion at December 31, 2025, primarily as a result of the Signature Merger which contributed $1.65 billion as well as organic growth totaling $263.8 million, or 12.8%, with the NOW/interest on lawyer trust accounts (“IOLTA”) and money market categories totaling $154.2 million and $222.7 million, respectively, offset by noninterest bearing demand decreasing $93.9 million. We remain focused on building full-service commercial banking relationships through lending, payment processing and tailored treasury management solutions, with deposit growth driven primarily by our client relationships rather than rate competition. The Merger with Signature strengthens this strategy by adding an established, relationship-focused commercial banking franchise with a diversified, low-cost core deposit base in the Chicago and Midwest markets. The Merger broadened our funding sources, reduced our reliance on litigation-related deposits and enhanced our capacity to support continued growth across our national platforms. Core deposits, which we define as total deposits excluding time deposits, totaled $3.91 billion at September 30, 2026, or 98.4% of total deposits, compared to $2.06 billion or 99.7% of total deposits at December 31, 2025. Litigation and payment processing deposits represent $2.29 billion, or 57.6%, of total deposits at September 30, 2026.

Our deposit strategy focuses on building full-service commercial banking relationships through lending, payment processing and tailored treasury management solutions, with deposit growth driven primarily by our client relationships rather than rate competition. Our longer duration IOLTA, escrow and settlement deposits represent $1.56 billion, or 39.3%,

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of total deposits. As of September 30, 2026, uninsured deposits were $1.67 billion, or 42.1%, of our total deposits, excluding $24.1 million of the Company’s deposits held at the Bank. Approximately 50% of our uninsured deposits represent clients with full commercial relationship banking with us including, but not limited to, commercial loans, payment processing, and various commercial service-oriented relationships including 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 September 30, 2026, OBS sweep funds totaled approximately $775.5 million, of which approximately $255.4 million, or 32.9%, was available to be swept onto our balance sheet as reciprocal client relationship deposits. Our core low-cost deposit growth and off-balance sheet client funds continue to clearly demonstrate our highly efficient, full service commercial relationships and tech-enabled cash management platform on a national basis.

At September 30, 2026, we had the ability to borrow, on a secured basis, up to $823.2 million from the Federal Home Loan Bank of New York and $42.0 million from the Federal Reserve Bank of New York discount window. At September 30, 2026, we also had $39.0 million in aggregate unsecured lines of credit with unaffiliated correspondent banks. At September 30, 2026 we had a $2.2 million outstanding borrowing with the FHLB of Chicago and $7.0 million of subordinated debt assumed as a result of the Merger. 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 $497.0 million to $786.6 million at September 30, 2026, from $289.6 million at December 31, 2025, primarily due to equity consideration of $466.1 million as a result of the Signature Merger, as well as net income of $42.7 million, and amortization of share-based compensation of $5.5 million, partially offset by dividends declared to common stockholders of $5.9 million and other comprehensive loss of $12.2 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 $9.6 million as of September 30, 2026, and consisted of five nonperforming loans totaling $8.6 million and one property acquired in the Signature Merger in OREO totaling $1.0 million. Nonperforming assets totaled $8.6 million as of December 31, 2025 and consisted entirely of nonperforming loans. Nonperforming loans at September 30, 2026 included two legacy Esquire loans totaling $5.1 million, and three acquired Signature nonperforming loans totaling $3.5 million. These loans were individually evaluated based on borrower-specific credit information and expected recoveries and their carrying amount is deemed collectible. In the second quarter, we placed a multifamily loan on nonaccrual totaling $4.4 million, net of a $1.6 million charge-off.

In the first 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.

The allowance for credit losses was $44.7 million, or 1.30% of total loans, as of September 30, 2026, as compared to $24.0 million, or 1.37% of total loans at December 31, 2025. The increase in the allowance for credit losses primarily related to the Merger with Signature, and to a lesser extent, organic loan growth. Based on management’s evaluation of current credit risk in our loan portfolio, the Signature Merger, increases in the general reserves considering loan growth, loan composition, and the current uncertain economic and short-term interest rate environment, management believes the allowance for credit losses is adequate at September 30, 2026.

At September 30, 2026, there were $22.5 million in special mention loans and $8.6 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 $10.2 million increase in special mention balances relates to acquired loans as a result of the Merger. Substandard loans remained flat as the above mentioned substandard multifamily loan totaling $7.8 million at December 31, 2025 was charged-off and sold in the first quarter, offset by the above mentioned $4.4 million multifamily loan in the second quarter of 2026 in addition to $3.5 million of acquired nonperforming loans. The ratio of nonperforming loans to total loans and total assets was 0.25% and 0.18%, respectively, as of September 30, 2026, as compared to 0.49% and

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0.36%, respectively, as of December 31, 2025. The allowance for credit losses to nonperforming loans was 520% as of September 30, 2026, as compared to 280% as of December 31, 2025.

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 September 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		$	2,892,413		$	55,207		7.57	%	$	1,532,484		$	30,839		7.98	%
Securities, includes restricted stock			479,845			4,884		4.04	%		337,705			3,244		3.81	%
Interest earning cash and other			328,772			3,047		3.68	%		189,418			2,048		4.29	%
Total interest earning assets			3,701,030			63,138		6.77	%		2,059,607			36,131		6.96	%

NONINTEREST EARNING ASSETS			299,758								74,791

TOTAL AVERAGE ASSETS		$	4,000,788							$	2,134,398

INTEREST BEARING LIABILITIES

Savings, NOW, Money Market deposits		$	2,327,225		$	9,132		1.56	%	$	1,275,061		$	4,739		1.47	%
Time deposits			45,239			417		3.66	%		6,092			52		3.39	%
Total interest bearing deposits			2,372,464			9,549		1.60	%		1,281,153			4,791		1.48	%
Borrowings			6,134			83		5.37	%		42			1		9.45	%
Total interest bearing liabilities			2,378,598			9,632		1.61	%		1,281,195			4,792		1.48	%

NONINTEREST BEARING LIABILITIES
Demand deposits			966,305								568,107
Other liabilities			31,474								17,341
Total noninterest bearing liabilities			997,779								585,448
Stockholders' equity			624,411								267,755

TOTAL AVG. LIABILITIES AND EQUITY		$	4,000,788							$	2,134,398
Net interest income					$	53,506							$	31,339
Net interest spread								5.16	%							5.48	%
Net interest margin								5.74	%							6.04	%
Deposits (including nonint. demand deposits)		$	3,338,769		$	9,549		1.13	%	$	1,849,260		$	4,791		1.03	%

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		Nine Months Ended September 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		$	2,184,198		$	125,922		7.71	%	$	1,463,667		$	86,411		7.89	%
Securities, includes restricted stock			379,554			11,108		3.91	%		332,872			9,413		3.78	%
Interest earning cash and other			237,249			6,442		3.63	%		165,824			5,356		4.32	%
Total interest earning assets			2,801,001			143,472		6.85	%		1,962,363			101,180		6.89	%

NONINTEREST EARNING ASSETS			152,358								68,370

TOTAL AVERAGE ASSETS		$	2,953,359							$	2,030,733

INTEREST BEARING LIABILITIES

Savings, NOW, Money Market deposits		$	1,789,012		$	19,591		1.46	%	$	1,196,256		$	12,748		1.42	%
Time deposits			20,070			534		3.56	%		7,628			227		3.98	%
Total interest bearing deposits			1,809,082			20,125		1.49	%		1,203,884			12,975		1.44	%
Borrowings			2,204			89		5.40	%		42			3		9.55	%
Total interest bearing liabilities			1,811,286			20,214		1.49	%		1,203,926			12,978		1.44	%

NONINTEREST BEARING LIABILITIES
Demand deposits			709,641								555,235
Other liabilities			23,229								16,796
Total noninterest bearing liabilities			732,870								572,031
Stockholders' equity			409,203								254,776

TOTAL AVG. LIABILITIES AND EQUITY		$	2,953,359							$	2,030,733
Net interest income					$	123,258							$	88,202
Net interest spread								5.36	%							5.45	%
Net interest margin								5.88	%							6.01	%
Deposits (including nonint. demand deposits)		$	2,518,723		$	20,125		1.07	%	$	1,759,119		$	12,975		0.99	%

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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								Nine Months Ended
		September 30,								September 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		$	26,250	$	(1,883)		$	24,367		$	41,585		$	(2,075)		$	39,510
Securities, includes restricted stock			1,390		251			1,641			1,357			339			1,696
Interest earning cash and other			1,325		(326)			999			2,039			(953)			1,086
Total interest income			28,965		(1,958)			27,007			44,981			(2,689)			42,292

Interest paid on:
Savings, NOW, money market deposits			4,004		389			4,393			6,483			360			6,843
Time deposits			355		10			365			333			(26)			307
Total deposits			4,359		399			4,758			6,816			334			7,150
Borrowings			82		—			82			87			(1)			86
Total interest expense			4,441		399			4,840			6,903			333			7,236
Change in net interest income		$	24,524	$	(2,357)		$	22,167		$	38,078		$	(3,022)		$	35,056

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

General. Net income increased $3.4 million, or 24.4%, to $17.5 million for the three months ended September 30, 2026 from $14.1 million for the three months ended September 30, 2025. The increase resulted from a $22.2 million increase in net interest income, partially offset by a $17.6 million increase in noninterest expense, and a $2.7 million increase in income tax expense.

Net Interest Income. Net interest income increased $22.2 million, or 70.7%, to $53.5 million for the three months ended September 30, 2026 from $31.3 million for the three months ended September 30, 2025, due to a $27.0 million increase in interest income, partially offset by a $4.8 million increase in interest expense.

Our net interest margin decreased 30 basis points to 5.74%, primarily due to the impact of the Signature Merger. The resilience of our combined net interest margin reflects the strength of both the legacy Esquire franchise and the Signature acquired net interest earning assets at fair value, driving industry leading returns. Our net interest margin was positively impacted by approximately 6 basis points in the current quarter as the acquired interest-earning assets and interest-bearing liabilities of Signature, at fair value, impacted the combined net interest margin for two out of the three months in the current quarter. Average loan yields decreased 41 basis points to 7.57%, primarily due to the composition of the acquired loans in the Merger. Average loans increased $1.36 billion (approximately $903.9 million related to the Signature Merger), or 88.7%, to $2.89 billion, with the remaining organic growth led by our litigation-related loans totaling $420.0 million, or 44.2%, to $1.37 billion in the current quarter. Average securities increased $142.1 million, or 42.1%, to $479.8 million with yields increasing 23 basis points to 4.04% with both increases related to the Signature Merger. Average deposits increased $1.49 billion ($1.08 billion related to the Signature Merger), or 80.6%, to $3.34 billion. We continue to generate core organic deposit growth led by our litigation-related (both IOLTA/NOW and money market) growth totaling $398.5 million, or 31.8%. Our cost of deposits, including noninterest bearing demand deposits, increased 10 basis points to 1.13%, primarily due to the Signature Merger.

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Interest Income. Interest income increased $27.0 million, or 74.7%, to $63.1 million for the three months ended September 30, 2026 from $36.1 million for the three months ended September 30, 2025 and was attributable to increases in income on loans, securities and interest earning cash.

Loan interest income increased $24.4 million, or 79.0%, to $55.2 million for the three months ended September 30, 2026 from $30.8 million for the three months ended September 30, 2025. This increase was attributable to a $1.36 billion, or 88.7%, increase in the average loan balance primarily due to $903.9 million related to the Signature Merger, with the remaining organic growth led by our litigation-related loans totaling $420.0 million, or 44.2%, to $1.37 billion. The increase in loan interest income was driven by an increase of $26.3 million related to growth in average loan volumes, led by Merger and litigation-related commercial loan growth, offset by $1.9 million due to a decrease in average loan rates. Overall, the commercial loan portfolio average balance increased $818.9 million to $1.85 billion, driving average commercial loan yields to 8.38% for the three months ended September 30, 2026.

Securities interest income increased $1.6 million, or 50.6%, to $4.9 million in the current quarter with a $1.4 million increase attributable to average volume increases, as well as an increase of $251 thousand attributable to increases in average rate, with both increases related to the Signature Merger. Average securities increased $142.1 million, or 42.1%, to $479.8 million, as a result of the Merger, with a securities to assets ratio of 11% at September 30, 2026.

Income on interest earning cash increased $1.0 million to $3.0 million for the three months ended September 30, 2026 with a $1.3 million increase attributable to average volume increases (funded with core deposits), offset by a $326 thousand decrease due to decreases in short-term rates. Average interest earning cash balances increased $139.4 million, or 73.6%, to $328.8 million, primarily as a result of the Merger.

Interest Expense. Interest expense increased $4.8 million, or 101.0%, to $9.6 million for the three months ended September 30, 2026 from $4.8 million for the three months ended September 30, 2025, with $4.4 million attributable to increases in average deposit balances (primarily related to the Merger and commercial money market and litigation related escrow or IOLTA), as well as an increase of $399 thousand attributable to decreases in rate (primarily money market). Average deposits increased $1.49 billion ($1.08 billion related to the Signature Merger), or 80.6%, to $3.34 billion. We continue to generate core organic deposit growth led by our litigation-related (both IOLTA/NOW and money market) growth totaling $398.5 million, or 31.8%.

Provision for Credit Losses. Our provision for credit losses was $1.8 million for the three months ended September 30, 2026, an increase of $50 thousand from the provision for the three months ended September 30, 2025. As of September 30, 2026, our allowance to loans ratio was 1.30%, as compared to 1.37% in the prior year quarter. Based on management’s evaluation of current credit risk in our loan portfolio, including the acquired loans from the Signature Merger, management believes the allowance for credit losses is adequate at September 30, 2026.

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Noninterest Income. Noninterest income information is as follows:


		Three Months Ended
		September 30,						Change
		2026			2025			Amount			Percent

		(Dollars in thousands)
Payment processing fees:
Payment processing income		$	5,258		$	4,900		$	358		7.3	%
ACH income			186			169			17		10.1
Total payment processing fees			5,444			5,069			375		7.4
Customer related fees, service charges and other:
Administrative service income			1,052			731			321		43.9
Other			1,389			433			956		220.8
Total customer related fees, service charges and other			2,441			1,164			1,277		109.7
Total noninterest income		$	7,885		$	6,233		$	1,652		26.5	%

Total payment processing fees were $5.4 million for the quarter ended September 30, 2026, an increase of $375 thousand compared to the prior year quarter, as fee income growth has been muted in the legacy Esquire payment processing platform, primarily due to changes in our overall merchant risk profile and merchant composition. Payment processing volumes for the legacy Esquire credit and debit card processing platform increased $416.0 million, or 4.1%, to $10.5 billion while transaction volume totaled 152.2 million for the current quarter. 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, potential commercial clients in the Chicago and Midwest markets from our Signature Merger, 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 94,000 small business merchants in all 50 states, and to perform commercial treasury clearing services for $10.5 billion in volume across 152.2 million transactions in the current quarter. ASP fees totaled $1.1 million, an increase of $321 thousand from the prior year quarter, and are directly impacted by the average balance of OBS sweep funds as well as current short-term market interest rates. Other customer related fees and services charges totaling $1.4

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million are primarily related to fee income generated by Signature’s existing banking platform and related commercial client base.

Noninterest Expense. Noninterest expense information is as follows:


		Three Months Ended
		September 30,						Change
		2026			2025			Amount			Percent

		(Dollars in thousands)
Noninterest expense:
Employee compensation and benefits		$	15,958		$	10,852		$	5,106		47.1	%
Occupancy and equipment			1,568			1,153			415		36.0
Professional and consulting services			1,316			1,471			(155)		(10.5)
FDIC and regulatory assessments			491			284			207		72.9
Advertising and marketing			1,164			974			190		19.5
Travel and business relations			475			488			(13)		(2.7)
Data processing			2,899			2,272			627		27.6
Merger expenses			8,887			210			8,677		4,131.9
Amortization of core deposit intangible			1,827			—			1,827		NA
Other operating expenses			1,382			656			726		110.7
Total noninterest expense		$	35,967		$	18,360		$	17,607		95.9	%

Noninterest expense increased primarily due to the Signature Merger, including two months of its operating expenses totaling $5.1 million following the August 1, 2026 closing, $8.9 million of merger expenses, and $1.8 million of core deposit intangible amortization. Employee compensation and benefits costs increased $5.1 million (primarily related to the Signature Merger), or 47.1%, to $16.0 million, reflecting the addition of Signature’s personnel and continued investment in our employees across all departments as well as technology to primarily support our national litigation franchise. Other noninterest expenses increased $2.0 million (primarily related to the Signature Merger) to $9.3 million, reflecting the expanded operating footprint and infrastructure of the combined company, together with ongoing investment in business development, client service and risk management.

Income Tax Expense. We recorded income tax expense of $6.1 million for the three months ended September 30, 2026, reflecting an effective tax rate of 26.0%, compared to $3.4 million, or 19.5%, for the three months ended September 30, 2025. The increase was primarily due to certain incremental discrete tax benefits related to share-based compensation in the prior year quarter.

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Comparison of Operating Results for the Nine months Ended September 30, 2026 and 2025

General. Net income increased $5.3 million, or 14.2%, to $42.7 million for the nine months ended September 30, 2026 from $37.4 million for the nine months ended September 30, 2025. The increase resulted from a $35.1 million increase in net interest income, partially offset by a $25.6 million increase in noninterest expense, and a $5.3 million increase in income tax expense.

Net Interest Income. Net interest income increased $35.1 million, or 39.7%, to $123.3 million for the nine months ended September 30, 2026 from $88.2 million for the nine months ended September 30, 2025, due to a $42.3 million increase in interest income, partially offset by a $7.2 million increase in interest expense.

Our net interest margin decreased 13 basis points to 5.88%, primarily from the impact of the Signature Merger. Average loan yields decreased 18 basis points to 7.71%, primarily due to the composition of the acquired loans in the Merger, while average loans increased $720.5 million ($304.6 million related to the Signature Merger), or 49.2%, to $2.18 billion, with average legacy litigation-related loan growth totaling $393.7 million, or 44.4%. Average securities increased $46.7 million to $379.6 million with yields increasing 13 basis points to 3.91%, with both increases related to the Signature Merger. Average deposits increased $759.6 million ($363.0 million related to the Signature Merger), or 43.2%, to $2.52 billion. We continue to generate core organic deposit growth, led by our litigation-related (both IOLTA/NOW and money market) growth totaling $368.4 million, or 31.3%. Our cost of deposits, including noninterest bearing demand deposits, increased 8 basis points to 1.07% primarily due to the Signature Merger.

Interest Income. Interest income increased $42.3 million, or 41.8%, to $143.5 million for the nine months ended September 30, 2026 from $101.2 million for the nine months ended September 30, 2025, and was attributable to increases in income on loans, securities and interest earning cash.

Loan interest income increased $39.5 million, or 45.7%, to $125.9 million for the nine months ended September 30, 2026 from $86.4 million for the nine months ended September 30, 2025. This increase was attributable to a $720.5 million, or 49.2%, increase in the average loan balance primarily due to $304.6 million related to the Signature Merger, with the remaining organic growth led by our litigation-related loans totaling $393.7 million, or 44.3%, to $1.28 billion. The increase in loan interest income was driven by an increase of $41.6 million related to growth in average loan volumes, led by Merger and litigation-related commercial loan growth, offset by $2.1 million due to a decrease in average loan rates. Overall, the commercial loan portfolio average balance increased $500.8 million to $1.48 billion, driving average commercial loan yields to 8.72% for the nine months ended September 30, 2026.

Securities interest income increased $1.7 million, or 18.0%, to $11.1 million for the nine months ended September 30, 2026, with a $1.4 million increase attributable to average volume increases, as well as an increase of $339 thousand attributable to increases in average rate, with both increases related to the Signature Merger. Average securities increased $46.7 million, or 14.0%, to $379.6 million, as a result of the Merger.

Income on interest earning cash increased $1.1 million to $6.4 million for the nine months ended September 30, 2026 with a $2.0 million increase attributable to average volume increases (funded with core deposits), offset by a $953 thousand decrease due to decreases in short-term rates. Average interest earning cash balances increased $71.4 million, or 43.0%, to $237.2 million, primarily as a result of the Merger.

Interest Expense. Interest expense increased $7.2 million, or 55.8%, to $20.2 million for the nine months ended September 30, 2026 from $13.0 million for the nine months ended September 30, 2025, with $6.9 million attributable to increases in average deposit balances (primarily related to the Merger and commercial money market and litigation related escrow or IOLTA), as well as an increase of $334 thousand attributable to decreases in rate (primarily money market). Average deposits increased $759.6 million ($363.0 million related to the Signature Merger), or 43.2%, to $2.52 billion. We continue to generate core organic deposit growth led by our litigation-related (both IOLTA/NOW and money market) growth totaling $368.4 million, or 31.3%.

Provision for Credit Losses. Our provision for credit losses was $7.4 million for the nine months ended September 30, 2026, an increase of $625 thousand from the provision for the nine months ended September 30, 2025. As of September

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30, 2026, our allowance to loans ratio was 1.30%. Based on management’s evaluation of current credit risk in our loan portfolio, management believes the allowance for credit losses is adequate at September 30, 2026.

Noninterest Income. Noninterest income information is as follows:


		Nine Months Ended
		September 30,						Change
		2026			2025			Amount			Percent

		(Dollars in thousands)
Payment processing fees:
Payment processing income		$	15,178		$	14,600		$	578		4.0	%
ACH income			535			488			47		9.6
Total payment processing fees			15,713			15,088			625		4.1
Customer related fees, service charges and other:
Administrative service income			3,281			2,254			1,027		45.6
Gain on equity investment			—			432			(432)		(100.0)
Other			1,729			1,187			542		45.7
Total customer related fees, service charges and other			5,010			3,873			1,137		29.4
Total noninterest income		$	20,723		$	18,961		$	1,762		9.3	%

Total payment processing fees were $15.7 million for the nine months ended September 30, 2026, an increase of $625 thousand compared to 2025, as growth in the legacy Esquire payment processing income has been muted, primarily due to changes in our overall merchant risk profile and merchant composition. Payment processing volumes for the legacy Esquire credit and debit card processing platform increased $1.3 billion, or 4.3%, to $30.8 billion while transaction volume totaled 442.1 million for the current nine months. ASP fees totaled $3.3 million, an increase of $1.0 million from the same period in 2025, a direct result of the average balance of OBS sweep funds. In 2025, we recognized a $432 thousand gain on the sale of a fintech investment.

Noninterest Expense. Noninterest expense information is as follows:


		Nine Months Ended
		September 30,						Change
		2026			2025			Amount			Percent

		(Dollars in thousands)
Noninterest expense:
Employee compensation and benefits		$	40,784		$	31,133		$	9,651		31.0	%
Occupancy and equipment			4,168			3,453			715		20.7
Professional and consulting services			3,327			4,026			(699)		(17.4)
FDIC and regulatory assessments			1,121			847			274		32.3
Advertising and marketing			3,166			2,636			530		20.1
Travel and business relations			1,052			1,097			(45)		(4.1)
Data processing			7,671			6,252			1,419		22.7
Merger Expenses			11,229			210			11,019		5,247.1
Amortization of core deposit intangible			1,827			—			1,827		NA
Other operating expenses			3,384			2,516			868		34.5
Total noninterest expense		$	77,729		$	52,170		$	25,559		49.0	%

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Other noninterest expenses increased $3.1 million to $23.9 million (primarily related to the Signature Merger), reflecting the expanded operations of the combined company and continued investment to support organic growth.

Income Tax Expense. We recorded income tax expense of $16.2 million for the nine months ended September 30, 2026, reflecting an effective tax rate of 27.5%, compared to $10.9 million, or 22.5%, for the nine months ended September 30, 2025. The increase was primarily due to certain incremental 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 portfolio.

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 September 30, 2026.


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

		(Dollars in thousands)
300		$	320,560		$	56,131
200			301,137			36,708
100			282,145			17,716
0			264,429			—
-100			248,255			(16,174)
-200			232,966			(31,463)
-300			217,753			(46,676)

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 September 30, 2026.


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

		(Dollars in thousands)
300		$	1,410,355		$	119,567
200			1,376,025			85,237
100			1,335,969			45,181
0			1,290,788			—
-100			1,233,182			(57,606)
-200			1,161,637			(129,151)
-300			1,079,828			(210,960)

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 September 30, 2026, cash and cash equivalents totaled $471.5 million.

At September 30, 2026, through pledging of our securities and certain loans, we had the ability to borrow, on a secured basis, up to $823.2 million from the FHLB of New York and $42.0 million from the FRB of New York discount window. At September 30, 2026, we also had $39.0 million in aggregate unsecured lines of credit with unaffiliated correspondent banks. At September 30, 2026 we had a $2.2 million outstanding borrowing with the FHLB of Chicago and $7.0 million of subordinated debt assumed as a result of the Merger.

At September 30, 2026, our OBS sweep funds totaled $775.5 million, of which $255.4 million, or 32.9%, 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 $1.63 billion at September 30, 2026, or 40% 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 than 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 NY, FRB NY, correspondent bank lines or through reciprocal deposits.

The Company and the Bank are subject to various regulatory capital requirements administered by the Federal Reserve Bank and Office of the Comptroller of the Currency (the “OCC”), respectively, and the Federal Deposit Insurance Corporation. At September 30, 2026, The Company and the Bank exceeded all applicable regulatory capital requirements, and the Bank was considered “well capitalized” under applicable prompt corrective action provisions.

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.

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


									To Be Well-Capitalized Under
					For Capital Adequacy Purposes				Prompt Corrective Action Provisions
		Amount	Ratio			Amount	Ratio			Amount	Ratio

	(Dollars in thousands)
Company
Tier 1 leverage ratio ⁽¹⁾	$	523,266	11.76	%	$	178,012	4.00	%		N/A	N/A
Common equity tier 1 capital ratio		523,266	13.45			175,069	4.50			N/A	N/A
Tier 1 capital ratio		523,266	13.45			233,426	6.00			N/A	N/A
Total capital ratio		550,249	14.14			311,234	8.00			N/A	N/A

Bank
Tier 1 leverage ratio ⁽¹⁾	$	497,023	11.20	%	$	177,455	4.00	%	$	221,819	5.00	%
Common equity tier 1 capital ratio		497,023	12.95			172,768	4.50			249,554	6.50
Tier 1 capital ratio		497,023	12.95			230,358	6.00			307,144	8.00
Total capital ratio		523,996	13.65			307,144	8.00			383,930	10.00

(1)

Average consolidated total assets in the Tier 1 leverage capital ratio is measured as if the Merger with Signature occurred on July 1, 2026.

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 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.

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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 Exchange Act of 1934, as amended) as of September 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.

On August 1, 2026, the Company completed its Merger with Signature. The Merger resulted in changes to the Company’s internal control over financial reporting as Signature’s operations were incorporated into the Company’s consolidated financial reporting process. The Company is continuing to evaluate and integrate Signature’s policies, processes and systems into its internal control framework. Other than the changes associated with the Merger and related integration activities, there were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2026 that 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 September 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 September 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)
July 1, 2026 through July 31, 2026	—	$	—	—	257,694
August 1, 2026 through August 31, 2026	—		—	—	257,694
September 1, 2026 through September 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 September 30, 2026 were as follows:


Period	Total number of shares purchased		Average price paid per share
July 1, 2026 through July 31, 2026	—	$	—
August 1, 2026 through August 31, 2026	—		—
September 1, 2026 through September 30, 2026	—		—

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 third 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 September 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: November 9, 2026	/s/ Andrew C. Sagliocca
	Andrew C. Sagliocca
	Vice Chairman, Chief Executive Officer and President

Date: November 9, 2026	/s/ Michael Lacapria
	Michael Lacapria
	Senior Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Esquire Financial Q3 profit rises to $17.5M

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