Esquire Financial details $466M Signature acquisition

Q: How many ESQ shares were issued in the Signature combination?

Esquire issued 3,446,992 shares to Signature Bancorporation shareholders at an exchange ratio of 2.671x. The purchase price consideration also included $20.315 million for Signature stock options converted into options to acquire ESQ common stock.

Q: What were ESQ's pro forma assets and net income?

The unaudited pro forma balance sheet showed $4,585.576 million in assets as of March 31, 2026. Pro forma net income was $20.108 million for the three months ended March 31, 2026, with basic and diluted earnings per share of $1.72 and $1.64.

Q: How was preliminary goodwill calculated for ESQ's combination with Signature?

Preliminary goodwill was $219.431 million. The calculation is described as the fair value of consideration paid for Signature less amounts allocated to the fair value of identifiable assets acquired and liabilities assumed.

The unaudited pro forma statements put combined assets at $4,585.576 million and quarterly net income at $20.108 million.

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Form Type

8-K/A

Rhea-AI Filing Summary

Esquire Financial Holdings, Inc. completed its combination with Signature Bancorporation, Inc. on August 1, 2026. Signature first merged into Esquire Merger Sub, Inc., then into Esquire; Signature Bank also merged into Esquire Bank, with Esquire Bank surviving.

The unaudited pro forma balance sheet as of March 31, 2026 shows combined assets of $4,585.576 million and deposits of $3,807.477 million. For the three months ended March 31, 2026, pro forma net income was $20.108 million, with basic and diluted earnings per share of $1.72 and $1.64, respectively.

Purchase price consideration was $465.735 million, including $445.420 million attributed to ESQ common stock issued and $20.315 million for Signature options converted into options to acquire ESQ shares. Esquire issued 3,446,992 shares to Signature shareholders at an exchange ratio of 2.671x; preliminary goodwill was $219.431 million.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Pro forma assets: $4,585.576 million Pro forma deposits: $3,807.477 million Pro forma net income: $20.108 million +5 more

8 metrics

Pro forma assets $4,585.576 million As of March 31, 2026

Pro forma deposits $3,807.477 million As of March 31, 2026

Pro forma net income $20.108 million Three months ended March 31, 2026

Diluted earnings per share $1.64 Pro forma, three months ended March 31, 2026

Purchase price consideration $465.735 million Signature combination

ESQ shares issued 3,446,992 shares Issued to Signature Bancorporation shareholders

Exchange ratio 2.671x Signature shares exchanged for ESQ shares

Preliminary goodwill $219.431 million Recorded in the acquisition

Key Terms

pro forma financial information, preliminary goodwill, core deposit intangible, PCD loan portfolio, +1 more

5 terms

pro forma financial information financial

"unaudited pro forma financial information"

Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

preliminary goodwill financial

"Reflects $219.4 million in preliminary goodwill"

core deposit intangible financial

"estimated core deposit intangible assets"

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.

PCD loan portfolio financial

"estimated fair value credit adjustment of the PCD loan portfolio"

accretable interest rate marks technical

"Accretable interest rate marks are recognized over the expected life of the loans"

FAQ

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

How many ESQ shares were issued in the Signature combination?

Esquire issued 3,446,992 shares to Signature Bancorporation shareholders at an exchange ratio of 2.671x. The purchase price consideration also included $20.315 million for Signature stock options converted into options to acquire ESQ common stock.

What were ESQ's pro forma assets and net income?

The unaudited pro forma balance sheet showed $4,585.576 million in assets as of March 31, 2026. Pro forma net income was $20.108 million for the three months ended March 31, 2026, with basic and diluted earnings per share of $1.72 and $1.64.

How was preliminary goodwill calculated for ESQ's combination with Signature?

Preliminary goodwill was $219.431 million. The calculation is described as the fair value of consideration paid for Signature less amounts allocated to the fair value of identifiable assets acquired and liabilities assumed.

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

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Available on EDGAR 10/15/2026 - 07:00 AM EDT Accepted by SEC EDGAR 10/15/2026 - 07:00 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 1, 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):

¨	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. ¨

Explanatory Note

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

On August 3, 2026, the Company filed a Current Report on Form 8-K reporting the completion of the Transaction (the “Original Report”). This Amendment No. 1 to the Original Report is being filed with the Securities and Exchange Commission (the “Commission”) solely to amend and supplement item 9.01 of the Original Report, as described in Item 9.01 below. As noted below, Esquire has determined that the financial statements of Signature and the related pro forma information are not required in the Current Report on Form 8-K, as amended by this Current Report on Form 8-K/A, because “substantially the same” information was previously reported, as contemplated under Rule 12b-2 of the Securities Exchange Act of 1934, as amended, in the Joint Proxy Statement/Prospectus forming a part of Esquire’s Registration Statement on Form S-4, as amended (File No. 333-295076), initially filed on April 15, 2026 and declared effective by the Commission on May 6, 2026 (the “Registration Statement”). The unaudited pro forma financial information for the periods identified below are included for informational purposes. This Amendment No. 1 makes no other amendments to the Original Report.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Pursuant to General Instruction B.3 of Form 8-K, the audited consolidated financial statements of the acquired company, Signature, are not required in the Current Report on Form 8-K, as amended by this Current Report on Form 8-K/A, because “substantially the same” financial statements were previously filed in the Registration Statement.

(b) Pro forma financial information.

Pursuant to General Instruction B.3 of Form 8-K, pro forma financial information with respect to the acquisition of Signature by Esquire is not required in the Current Report on Form 8-K, as amended by this Current Report on Form 8-K/A, because “substantially the same” information was previously filed in the Registration Statement.

Notwithstanding the foregoing, unaudited combined condensed consolidated pro forma financial information of Esquire as of and for the three months ended March 31, 2026, giving effect to the acquisition of Signature is filed herewith as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits.

Exhibit No		Description
Exhibit 99.1		Unaudited Pro Forma Condensed Combined Consolidated Financial Information as of and for the three months ended March 31, 2026
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 15, 2026	By:	/s/ Andrew C. Sagliocca
		Andrew C. Sagliocca
		Vice Chairman, Chief Executive Officer and President

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CONDITION

	March 31, 2026
	Esquire						Accounting
(in thousands)	("ESQ")			Signature			Adjustments			Pro Forma
ASSETS
Cash and cash equivalents	$	222,221		$	188,262		$	(27,900	)⁽¹⁾	$	382,583
Investment securities		316,306			364,637			-			680,943
Loans held for investment		1,815,090			1,362,838			(17,960	)⁽²⁾		3,159,968
Less: allowance for credit losses		23,540			14,894			3,300	⁽³⁾		41,734
Loans, net of allowance		1,791,550			1,347,944			(21,260	)		3,118,234
Other real estate owned		-			1,890			(890	)⁽⁴⁾		1,000
Goodwill		-			-			219,431	⁽⁵⁾		219,431
Core deposit intangibles		-			-			49,326	⁽⁶⁾		49,326
Other assets		91,078			50,319			(7,338	)⁽⁷⁾		134,059
Total assets	$	2,421,155		$	1,953,052		$	211,369		$	4,585,576

LIABILITIES
Deposits:
Noninterest-bearing	$	545,891		$	565,570		$	-		$	1,111,461
Interest-bearing		1,556,677			1,139,339			-			2,696,016
Total deposits		2,102,568			1,704,909			-			3,807,477
Borrowings		-			2,691			-			2,691
Subordinated notes		-			7,000			-			7,000
Other liabilities		17,320			11,987			-			29,307
Total liabilities		2,119,888			1,726,587			-			3,846,475

STOCKHOLDERS' EQUITY
Common stock and additional paid-in capital		112,129			37,058			428,676	⁽⁸⁾		577,863
Retained earnings		208,263			233,283			(261,183	)⁽⁹⁾		180,363
Accumulated other comprehensive loss		(9,449	)		(41,238	)		41,238	⁽¹⁰⁾		(9,449	)
Treasury stock		(9,676	)		(2,638	)		2,638	⁽¹¹⁾		(9,676	)
Total equity capital		301,267			226,465			211,369			739,101
Total liabilities and equity capital	$	2,421,155		$	1,953,052		$	211,369		$	4,585,576

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT OF INCOME

	For the Three Months Ended March 31, 2026
	Esquire				Accounting
(In thousands, except for per share data)		("ESQ")		Signature		Adjustments			Pro Forma
Interest income
Interest and fees on loans	$	34,298	$	20,213	$	1,511	⁽¹²⁾	$	56,022
Other interest income		4,735		4,027		2,204	⁽¹³⁾		10,966
Total interest income		39,033		24,240		3,715			66,988
Interest expense
Deposits		5,024		5,226		-			10,250
Subordinated notes		-		126		-			126
Borrowings		5		115		-			120
Total interest expense		5,029		5,467		-			10,496
Net interest income		34,004		18,773		3,715			56,492
Provision for credit losses		2,700		1,757		-			4,457
Net interest income after provision for credit losses		31,304		17,016		3,715			52,035
Noninterest income		6,455		2,534		-			8,989
Noninterest expenses
Salaries and employee benefits		12,221		5,553		-			17,774
Amortization of core deposit intangibles		-		-		2,598	⁽¹⁴⁾		2,598
Merger expenses		1,272		-		-			1,272
Other noninterest expenses		7,164		4,468		-			11,632
Total noninterest expenses		20,657		10,021		2,598			33,276
Income before income tax expense		17,102		9,529		1,117			27,748
Income tax expense		4,891		2,431		318	⁽¹⁵⁾		7,640
Net income	$	12,211	$	7,098	$	799		$	20,108
Earnings per common share:
Basic	$	1.48						$	1.72	⁽¹⁶⁾
Diluted		1.40							1.64	⁽¹⁶⁾
Weighted average number of common shares outstanding:
Basic		8,253				3,447			11,700	⁽¹⁶⁾
Diluted		8,700				3,584			12,284	⁽¹⁶⁾

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)	Reflects the estimated after tax merger expenses of $27.9 million for the year ended December 31, 2025 as if the Merger had been completed on January 1, 2025. On a pretax basis, these expenses are estimated to be $35.5 million where an income tax rate of 28.50% was applied on the tax deductible portion of these expenses.
(2)	Reflects the estimated fair value credit adjustment of the PCD loan portfolio of $2.2 million, and the interest rate mark on the Signature loan portfolio of $16.6 million, partially offset by the elimination of Signature's unrecognized deferred loan fees, net of $880 thousand. These adjustments do not reflect potential restructurings, if any, related to the acquired portfolio. Accretable interest rate marks are recognized over the expected life of the loans.
(3)	Reflects an $18.2 million credit fair value mark, net of a $14.9 million reversal of the Signature allowance for credit losses. These adjustments do not reflect potential restructurings, if any, related to the acquired portfolio. Esquire adopted ASU 2025-08 as of January 1, 2026, and it was applied to the proforma financial statements presented.
(4)	Reflects an estimated write-down of OREO to fair value.
(5)	Reflects $219.4 million in preliminary goodwill for the transaction based on an exchange ratio of 2.671x. The following table sets forth estimated goodwill associated with the merger of $219.4 million, calculated as the fair value of consideration paid in the acquisition of Signature, less amounts allocated to fair value of identifiable assets acquired and liabilities assumed. The preliminary purchase accounting allocation as of March 31, 2026 is as follows:

(In thousands except share data)

Purchase price consideration:
Signature Bancorporation shares to be exchanged for ESQ shares		1,290,525
Exchange ratio		2.671
ESQ shares issued to Signature Bancorporation shareholders		3,446,992
Esquire stock price at July 31, 2026 market close	$	129.22
Purchase price determination of common stock issued in acquisition	$	445,420
Value of Signature Bancorporation stock options converted to options to acquire shares of ESQ common stock		20,315
Purchase price consideration	$	465,735

Less: Net fair value adjustments to Signature net assets acquired:

Net fair value adjustment to loans:
Reversal of Signature loan deferred fees, net	$	880
PCD Loan Non Accretable Credit Adjustment		(2,214	)
Interest rate adjustment to record loans at fair value		(16,626	)
Less:Gross credit mark on loans		(18,194	)
Plus:CECL reserve gross up adjustment		18,194
Net fair value adjustment to loans		(17,960	)
Adjustment to record allowance for credit losses at fair value:
Reversal of Signature Allowance for credit losses		14,894
Less:CECL reserve gross up adjustment		(18,194	)
Adjustment to record allowance for credit losses at fair value		(3,300	)
Fair value adjustment on OREO		(890	)
Value of core deposit intangible		49,326
Deferred taxes (net) on above tangible asset adjustments		5,981
Deferred taxes on Signature Core Deposit Intangible		(13,318	)
Deferred taxes (net)		(7,337	)
Less: Net fair value adjustments to Signature net assets acquired	$	19,839

Less:Signature Stockholders' Equity		(226,465	)
Goodwill recorded in acquisition	$	219,431

(6)	Adjustments to record estimated core deposit intangible assets associated with the merger, which is amortized using the sum-of-the years' digits method over eight years.
(7)	Reflects the estimate of net deferred tax assets related to the estimated fair value purchase accounting adjustments and the net impact related to the recording of the core deposit intangible.
(8)	Reflects Esquire's stock-based purchase price consideration issued in exchange for Signature Bancorporation shares (as described in footnote (5)) and the elimination of Signature's common stock and additional paid-in capital.
(9)	Reflects the elimination of $233.3 million of Signature retained earnings and $27.9 million of after-tax merger costs as described in footnote (1).
(10)	Adjustment to eliminate Signature's accumulated other comprehensive loss.
(11)	Adjustment to eliminate Signature's treasury stock.
(12)	Accruing yield adjustment for the estimated loan fair value interest rate marks. The yield adjustments are recognized over the expected life of the loan portfolio.
(13)	Reflects an accruing yield adjustment for estimated available for sale securities partially offset by the opportunity cost of cash payments on merger related costs. These adjustments do not reflect potential restructurings, if any, related to the acquired portfolio. The securities yield adjustments are recognized over the expected life of the acquired securities portfolio.
(14)	Reflects the estimated amortization of other intangible assets from the acquired other intangible assets amortized using sum-of-years-digits over eight years.
(15)	Reflects income tax expense on adjustments utilizing a 28.50 % rate which does not consider discrete tax items recognized by Esquire and Signature.
(16)	Reflects the number of basic and diluted common shares to be issued by ESQ in its purchase consideration for Signature, which is comprised of Signature shares and contractual conversion of Signature stock options being exchanged for ESQ common stock at an exchange ratio of 2.671x, as discussed in footnote (5).

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