[8-K] Esquire Financial Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Synchrony Financial (SYF) has filed a preliminary prospectus supplement for two new fixed-to-floating senior note tranches (sizes and coupons still TBD). The notes carry an initial fixed rate through first call (180 days post-issue) and then switch to a floating rate of Compounded SOFR + spread; neither tranche will be guaranteed by subsidiaries and both are senior unsecured, ranking pari-passu with $4.4 bn of existing senior debt (post July 2025 $1 bn repayment) and structurally subordinated to $92.1 bn of subsidiary liabilities. Optional redemption is allowed at make-whole or par (see schedule). Proceeds are earmarked for general corporate purposes, potentially downstreamed to Synchrony Bank.

Key financials underscore ample capacity to absorb the issuance:

• 6M 2025 net earnings $1.72 bn (-11% YoY) on net interest income $8.99 bn (+2%).
• Provision for credit losses $2.64 bn (-26% YoY) after elevated 2024 levels.
• Deposits $82.3 bn fund 84% of assets; cash & equivalents rose to $19.5 bn.
• Total assets $120.5 bn; equity $17.0 bn.

The company recently redeemed $1.0 bn 4.500% notes due 2025, modestly lowering equal-ranking debt. Investors should note (i) limited default triggers in post-2024 indentures, (ii) exposure to consumer credit cycles, and (iii) SOFR-linked coupon volatility once the notes float.

Positive

• Provision for credit losses down 26% YoY, indicating improving credit quality.
• $1 bn 2025 note repayment trims equal-ranking debt before new issuance.
• Deposit funding 84% provides stable, low-cost liquidity.
• Cash & equivalents up 32% YoY to $19.5 bn, supporting flexibility.

Negative

• Notes are structurally subordinated to $92.1 bn of subsidiary liabilities.
• Indenture offers limited acceleration triggers compared with pre-2024 issues.
• Net earnings fell 11% YoY in 6M 2025 amid softer retailer share income.
• Future coupon tied to SOFR; holders face rate-re-set uncertainty.

Insights

Senior Credit Analyst

TL;DR – Routine funding move; leverage stable, credit metrics solid, but structural subordination and SOFR floaters add risk.

Synchrony is opportunistically refinancing ahead of a 2026 wall, replacing a 4.5% maturity with new SOFR floaters. Equity/assets of 14% and deposit funding of 84% indicate sound balance-sheet liquidity. YoY drop in credit-loss provisioning signals benign consumer trends, although absolute charge volumes remain high for a monoline card lender. Because the notes sit at the hold-co, investors rely on Bank dividends; $92 bn of subsidiary liabilities remain senior. The shift to SOFR after 6-month lock is positive for asset-liability matching but exposes holders to rate downside.

Portfolio Manager – IG Financials

TL;DR – Neutral-to-slightly positive: improves maturity ladder, but covenant-light structure limits upside.

The filing extends SYF’s curve without materially raising leverage; net proceeds likely recycle into the Bank at attractive spreads. Margins are healthy (NIM >15% of receivables) and capital return remains flexible. Yet, limited event-of-default language versus legacy paper reduces bondholder protection, and any consumer downturn could quickly erode reserves. At fair pricing, paper should clear inside existing 2030/31 fixed-floaters.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of report (Date of earliest event reported): July 24, 2025

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Esquire Financial Holdings, Inc.

(Exact name of the registrant as specified in its charter)

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Maryland	001-38131	27-5107901
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

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100 Jericho Quadrangle, Suite 100	​	​
Jericho, New York	​	11753
(Address of principal executive offices)	​	(Zip Code)

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(516) 535-2002

(Registrant’s telephone number)

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N/A

(Former name or former address, if changed since last report)

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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):

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☐	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)

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

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		​ ​
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

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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).

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Emerging growth company ☐

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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. ☐

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Item 2.02Results of Operations and Financial Condition.

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On July 24, 2025, Esquire Financial Holdings, Inc. (the “Company”), the holding company for Esquire Bank, National Association (“Esquire Bank”), issued a press release announcing its earnings for the quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

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The information contained in this Item 2.02 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

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Item 7.01Regulation FD Disclosure.

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Esquire Financial Holdings, Inc. (the “Company”) intends to distribute and make available to investors, and to post on its website, the written presentation attached hereto as Exhibit 99.2. The presentation is furnished in this Current Report on Form 8-K, pursuant to this Item 7.01, as Exhibit 99.2, and is incorporated herein by reference.

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The information contained in this Item 7.01 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

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Item 9.01Financial Statements and Exhibits.

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(d) Exhibits.

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Exhibit No.	​	Description
99.1	​	Press Release dated July 24, 2025.
99.2	​	Written presentation to be distributed and made available to investors and posted on the Company’s website.
104	​	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

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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.

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​	ESQUIRE FINANCIAL HOLDINGS, INC.
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Dated:  July 24, 2025	By:/s/ Andrew C. Sagliocca
​	Andrew C. Sagliocca
​	Vice Chairman, Chief Executive Officer and President

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FAQ

What is Synchrony Financial (SYF) issuing in this prospectus?

Two tranches of fixed-to-floating rate senior unsecured notes with initial fixed coupons (TBD) that later convert to Compounded SOFR plus a spread.

How will SYF use the proceeds from the note offering?

Net proceeds (exact amount TBD) will be used for general corporate purposes, potentially including capital injection or loans to Synchrony Bank.

Where do the new notes rank in SYF’s capital structure?

They rank pari-passu with $4.4 bn of existing senior unsecured SYF debt but are structurally subordinated to all liabilities of subsidiaries.

What financial results support SYF’s ability to service the debt?

For 6M 2025 SYF reported $1.72 bn net earnings, $8.99 bn net interest income, and a cash position of $19.5 bn.

When can SYF redeem the notes early?

After 180 days from issuance, SYF may redeem at make-whole; par calls begin one year before maturity for each tranche.

Will the notes be listed on an exchange?

No. The company does not intend to list the notes; liquidity will depend on OTC trading.