Esquire Financial (NASDAQ: ESQ) closes Signature Bancorporation merger

Rhea-AI Filing Summary

Esquire Financial Holdings, Inc. completed its previously announced merger with Signature Bancorporation, Inc. on August 1, 2026. A merger subsidiary first combined with Signature, which then merged into Esquire, followed by the merger of Signature Bank into Esquire Bank, National Association, with Esquire Bank as the surviving bank.

Each 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. Outstanding Signature stock options (other than those granted after March 11, 2026) fully vested, were assumed by Esquire, and adjusted by the Exchange Ratio for both shares and exercise price while retaining their prior terms.

Esquire’s board was increased to ten directors, adding former Signature leaders Michael G. O’Rourke and Leonard S. Caronia, who are expected to serve through the 2027 annual meeting, subject to stockholder election. O’Rourke became President of Signature, a division of Esquire Bank, under an employment agreement, and he and certain former Signature executives are subject to a lock-up restricting sales of Esquire shares received in the merger. Esquire plans to file acquired-business financial statements and pro forma financial information by amendment within 71 days of the required filing date.

8-K Event Classification

4 items: 2.01, 5.02, 8.01, 9.01

4 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Exchange Ratio: 2.671 shares Board size after merger: 10 directors Merger closing date: August 1, 2026 +3 more

6 metrics

Exchange Ratio 2.671 shares Esquire shares issued per share of Signature common stock at the Effective Time

Board size after merger 10 directors Number of directors on Esquire’s board after adding two former Signature leaders

Merger closing date August 1, 2026 Date Esquire completed its merger with Signature Bancorporation, Inc.

Merger Agreement date March 11, 2026 Date of the Agreement and Plan of Merger among Esquire, Merger Sub and Signature

Press release date August 3, 2026 Date Esquire issued a press release announcing completion of the transaction

Deadline for financial statements 71 calendar days Timeframe to file acquired-business and pro forma financial information by amendment

Key Terms

Exchange Ratio, Merger Consideration, Effective Time, Lock-Up Agreement, +1 more

5 terms

Exchange Ratio financial

"was converted into the right to receive 2.671 shares (the “Exchange Ratio”)"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Merger Consideration financial

"Esquire Common Stock and such consideration, the “Merger Consideration”"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Effective Time regulatory

"at the effective time of the Merger (the “Effective Time”) each share"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

Lock-Up Agreement financial

"entered into a Lock-Up Agreement (the “Lock-Up Agreement”) restricting the sale"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

pro forma financial information financial

"The pro forma financial information required by this Item 9.01(b)"

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.

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

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FAQ

What transaction did Esquire Financial (ESQ) complete on August 1, 2026?

Esquire Financial completed a multi-step merger with Signature Bancorporation, Inc. on August 1, 2026. Signature and its banking subsidiary were combined into Esquire and Esquire Bank, National Association, respectively, leaving Esquire and Esquire Bank as the surviving entities.

What is the share exchange ratio for the Esquire Financial (ESQ) and Signature merger?

Each share of Signature common stock was converted into the right to receive 2.671 shares of Esquire common stock. Holders also receive cash in lieu of any fractional Esquire shares that would otherwise result from applying this Exchange Ratio.

How were Signature stock options treated in the Esquire Financial (ESQ) merger?

At the Effective Time, outstanding Signature stock options (other than those granted after March 11, 2026) fully vested, were assumed by Esquire, and became options for Esquire shares. The number of shares and exercise price were adjusted using the 2.671 Exchange Ratio.

What changes occurred to Esquire Financial’s (ESQ) board after the Signature merger?

Esquire increased its board size to ten directors and appointed Michael G. O’Rourke and Leonard S. Caronia from Signature. They are expected to serve until Esquire’s 2027 annual meeting, with nomination for re-election subject to stockholder approval.

What lock-up restrictions apply to former Signature executives after the Esquire Financial (ESQ) merger?

Michael G. O’Rourke and certain other former Signature executives entered into a Lock-Up Agreement. It restricts the sale or disposition of Esquire common stock they receive in the merger for a defined period following completion of the transaction.

When will Esquire Financial (ESQ) provide financial statements for the Signature acquisition?

Esquire plans to file the acquired-business financial statements and related pro forma financial information by amendment no later than 71 days after the date the initial report was required to be filed.

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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): 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. ¨

Item 2.01. Completion of Acquisition or Disposition of Assets.

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

Following the Second Step Merger, Signature Bank, an Illinois state-chartered bank and a wholly owned subsidiary of Signature, merged with and into Esquire Bank, National Association (“Esquire Bank”), a national banking association and a wholly owned subsidiary of Esquire, with Esquire Bank as the surviving bank (the “Bank Merger” and, together with the Merger and the Second Step Merger, the “Transaction”).

Merger Consideration

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) each share of common stock, par value $1.00 per share, of Signature (“Signature Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Signature or Esquire, was converted into the right to receive 2.671 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of Esquire (“Esquire Common Stock” and such consideration, the “Merger Consideration”). Holders of Signature Common Stock will receive cash in lieu of fractional shares of Esquire Common Stock.

Treatment of Signature Equity Awards

Pursuant to the terms of the Merger Agreement, at the Effective Time each option to purchase shares of Signature Common Stock (each such stock option, a “Signature Option”) granted under the Signature Stock Incentive Plan that was outstanding immediately prior to the Effective Time, fully vested (except for any Signature Option granted after the date of the Merger Agreement), was assumed by Esquire (such Signature Option, an “Assumed Option”) and was converted into a stock option that is exercisable for a number of shares of Esquire Common Stock equal to the number of shares of Signature Common Stock underlying the Signature Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, with an exercise price per share of Esquire common stock equal to the exercise price applicable to the underlying Signature Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest cent. Each Assumed Option shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Signature Option immediately prior to the Effective Time.

The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, as of the effective time of the Second Step Merger, the number of directors that comprise the full board of directors of Esquire was increased to ten (10), and Esquire appointed Michael G. O’Rourke, Co-Founder, President and Chief Executive Officer of Signature and Signature Bank, and Leonard S. Caronia, chairman of the board of directors of Signature and Signature Bank, to the board of directors of Esquire (together, the “New Directors”). Pursuant to the terms of the Merger Agreement, Messrs. O’Rourke and Caronia will hold office until Esquire’s 2027 annual meeting of stockholders, and subject to the fiduciary duties of the Esquire board of directors, will be nominated by the Esquire board of directors to stand for re-election at Esquire’s 2027 annual meeting of stockholders such that each New Director serves no less than three years on the Esquire board of directors (subject to election by the Esquire stockholders) following the initial appointment to the Esquire board of directors.

Mr. O’Rourke (57) served as President and CEO of Signature from its foundation in 2006. He has more than 30 years of experience in the banking industry, including serving as Executive Vice President of Associated Bank from 2001 until 2005 before organizing Signature. Mr. O’Rourke is the Treasurer of the Western Golf Association and Evans Scholar Foundation, and serves on the board of several organizations, including the Federal Home Loan Bank of Chicago, St. Angela School, and Chicagoland Chamber of Commerce. Mr. O’Rourke holds a Bachelor’s degree from Marquette University and a Master’s degree from Loyola University in Chicago.

Mr. Caronia (75) served as the Chairman of the Board Directors of Signature and Signature Bank from its foundation in 2006. He served as Global Head of Financial Institutions and Co-Chairman of the Financial Institutions Group at Macquarie Capital, following Macquarie’s acquisition of Fox-Pitt Kelton Cochran Caronia Waller, an investment banking firm at which he also served as Chairman and was a co-founder, from 2009 until 2013. Previously, he served for 12 years at First Chicago Corp, where he was Corporate Senior VP and Head of Investment Banking. He established the investment banking practice and served as Managing Director of Coopers & Lybrand Securities. He holds Master’s and Bachelor’s degrees in finance with high honors from the University of Illinois.

Appointment of President of Signature, a Division of Esquire Bank

Effective as of the Effective Time, Mr. O’Rourke was appointed President of Signature, a division of Esquire Bank. As previously described in the joint proxy statement/prospectus filed by Esquire with the Securities and Exchange Commission (the “SEC”) on May 7, 2026 (the “Joint Proxy Statement/Prospectus”), Mr. O’Rourke and Esquire entered into an employment agreement (the “Employment Agreement”), which became effective as of the Effective Time. The Employment Agreement has previously been described under the section of the Joint Proxy Statement/Prospectus entitled “The Merger—Interests of Certain Signature Directors and Executive Officers in the Merger—New Employment Agreements with Esquire,” which description is incorporated herein by reference.

Lock-Up Agreement

As previously disclosed in the Joint Proxy Statement/Prospectus, Mr. O’Rourke (and certain other former Signature executives) and Esquire entered into a Lock-Up Agreement (the “Lock-Up Agreement”)  restricting the sale or disposition of shares of the Esquire common stock received by or to be received by Mr. O’Rourke as the result of the Merger, for a period of time following the Merger. The Lock-Up Agreement is described under the section of the Joint Proxy Statement/Prospectus entitled “The Merger—Interests of Certain Signature Directors and Executive Officers in the Merger—Lock Up Agreements,” which description is incorporated herein by reference.

The foregoing descriptions of the Employment Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Employment Agreement and Lock-Up Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Other than the Merger Agreement and, in the case of Mr. O’Rourke, the Employment Agreement and the Lock-Up Agreement, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Caronia will be compensated for his service as a New Director in accordance with Esquire’s non-employee director compensation program on the same basis as other non-employee directors, as described under “Director Compensation” in Esquire’s 2026 Proxy Statement filed with the SEC on April 30, 2026.

Item 8.01. Other Events.

On August 3, 2026, Esquire issued a press release announcing the completion of the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)  Financial statements of businesses acquired.

The financial information required by this Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.

(b)  Pro forma financial information.

The pro forma financial information required by this Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.

(d) Exhibits.

Exhibit No	Description
Exhibit 2.1	Agreement and Plan of Merger by and among Esquire Financial Holdings, Inc., Esquire Merger Sub, Inc. and Signature Bancorporation, Inc., dated as of March 11, 2026 (incorporated by reference to Exhibit 2.1 in the Current Report on Form 8-K originally filed by Esquire on March 12, 2026)
Exhibit 10.1	Employment Agreement by and between Esquire Bank and Michael G. O’Rourke, dated March 11, 2026 (incorporated by reference to Exhibit 10.1 in the Registration Statement on Form S-4 originally filed by Esquire on April 15, 2026)
Exhibit 10.2	Form of Lock-Up Agreement, dated as of March 11, 2026, by and among Esquire Financial Holdings, Inc. and certain former executives of Signature Bancorporation, Inc. (incorporated by reference to Exhibit 99.2 in the Current Report on Form 8-K originally filed by Esquire on March 12, 2026)
Exhibit 99.1	Press Release dated August 3, 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:  August 3, 2026	By:	/s/ Andrew C. Sagliocca
		Andrew C. Sagliocca
		Vice Chairman, Chief Executive Officer and President

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 14.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB