UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
June 9, 2026
Esquire Financial Holdings, Inc.
(Exact name of the registrant as specified
in its charter)
| Maryland |
001-38131 |
27-5107901 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(IRS 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)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2.
below):
| x |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c) |
Securities registered pursuant to Section 12(b) of the Act:
| 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
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On June 9, 2026, Esquire Financial
Holdings, Inc.(“Esquire”) and Signature Bancorporation, Inc. (“Signature”) issued a joint press release announcing
the receipt of all regulatory approvals related to the merger of Signature with and into Esquire. A copy of the press release is filed
as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No |
|
Description |
| Exhibit 99.1 |
|
Press Release dated June 9, 2026 |
| Exhibit 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K and
the exhibits filed herewith include “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, with respect to Esquire’s and Signature’s beliefs, goals, intentions, and expectations regarding the proposed
transaction, revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates
of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate
and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed
transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that
are not historical facts.
Forward-looking statements are
typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “should,” and other similar words and expressions,
and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without
limitation, those relating to the terms, timing and closing of the proposed transaction.
Additionally, forward-looking statements
speak only as of the date they are made; Esquire and Signature do not assume any duty, and do not undertake, to update such forward-looking statements,
whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore,
because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ,
possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond
the control of Esquire and Signature. Such statements are based upon the current beliefs and expectations of the management of Esquire
and Signature and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised
against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include
the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties
to terminate the merger agreement; the outcome of any legal proceedings that may be instituted against Esquire or Signature; the possibility
that the proposed transaction will not close when expected or at all because required shareholder or other approvals are not received
or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated;
the ability of Esquire and Signature to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed
transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the
common stock of Esquire; the possibility that the anticipated benefits of the proposed transaction 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 Esquire and Signature do business; certain restrictions during the
pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic
transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected
factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that
the parties 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 and those of Esquire; such integration may be more difficult, time consuming
or costly than expected; revenues following the proposed transaction may be lower than expected; Esquire’s and Signature’s
success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused
by Esquire’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement,
pendency or completion of the proposed transaction on the ability of Esquire and Signature to retain customers and retain and hire key
personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; risks related to the
potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that
may affect future results of Esquire and Signature; and the other factors discussed in the “Risk Factors” section of Esquire’s
Annual Report on Form 10-K for the year ended December 31, 2025, in the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” sections of Esquire’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2026, and other reports Esquire files with the SEC.
Additional Information and Where
to Find It
In connection with the proposed transaction,
Esquire filed a registration statement on Form S-4 with the SEC. The registration statement includes a joint proxy statement
of Esquire and Signature, which also constitutes a prospectus of Esquire, that was mailed to stockholders of Esquire and shareholders
of Signature on or about May 11, 2026, seeking certain approvals related to the proposed transaction.
The information contained herein does
not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. INVESTORS AND SECURITY HOLDERS OF ESQUIRE AND SIGNATURE AND THEIR
RESPECTIVE AFFILIATES ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT ESQUIRE, SIGNATURE AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as
well as other relevant documents filed with the SEC containing information about Esquire and Signature, without charge, at the SEC’s
website (http://www.sec.gov). Copies of documents filed with the SEC by Esquire will be made available free of charge in the “Company”
section of Esquire’s website, www.esquirebank.com, under the heading “Investor Relations.”
Participants in Solicitation
Esquire, Signature, and certain of their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction
under the rules of the SEC. Information regarding Esquire’s directors and executive officers is available in its definitive proxy
statement, which was filed with the SEC on April 30, 2026, and certain other documents filed by Esquire with the SEC. Other information
regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and
indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.
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, hereunto
duly authorized.
| |
ESQUIRE
FINANCIAL HOLDINGS, INC. |
| |
|
| Dated: June 9, 2026 |
By: |
/s/
Andrew C. Sagliocca |
| |
|
Andrew C. Sagliocca |
| |
|
Vice Chairman, Chief Executive
Officer and President |
