Signature merger gets Esquire (NASDAQ: ESQ) holder and regulator nods
Rhea-AI Filing Summary
Esquire Financial Holdings, Inc. reported that its stockholders approved issuing new Esquire common shares to Signature Bancorporation shareholders for their planned merger. At the April 29, 2026 record date, Esquire had 8,639,431 shares outstanding, and 6,586,054 shares were represented at the June 23 special meeting, constituting a quorum.
The share issuance proposal passed with 6,568,618 votes for, 9,444 against and 7,992 abstentions. Based on Signature’s sale of approximately $70 million of Schedule A Loans at a roughly 62.0% recovery rate, the final exchange ratio was set at 2.671 Esquire shares per Signature share, up from the previously assumed 2.630.
This change raises the expected Esquire shares issued to Signature holders from 3.393 million to 3.447 million, an increase of about 54 thousand shares, or 1.6%. All required regulatory and stockholder approvals have been received, and the companies anticipate closing the merger in the third quarter of 2026, subject to remaining customary conditions.
Positive
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Negative
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Insights
Shareholders cleared Esquire’s all-stock acquisition of Signature with a modestly higher exchange ratio.
Esquire obtained stockholder approval to issue new shares for its merger with Signature, and all regulatory approvals have been received. The deal structure is all‑stock, with consideration governed by an exchange ratio tied to recoveries on approximately $70 million of Schedule A Loans.
The final recovery rate of about 62.0% increased the exchange ratio from 2.630 to 2.671 Esquire shares per Signature share. That lifts expected issuance from 3.393 million to 3.447 million shares, adding roughly 54 thousand shares, or 1.6%, of extra dilution compared with earlier pro forma assumptions.
With both shareholder and regulatory approvals in hand and only customary closing conditions remaining, the merger is anticipated to complete in the third quarter of 2026. Future company filings can provide post‑closing updates on integration progress, realized cost savings and how the additional shares affect per‑share metrics.
8-K Event Classification
Key Figures
Key Terms
exchange ratio financial
Schedule A Loans financial
pro forma financial information financial
joint proxy statement/prospectus regulatory
forward-looking statements regulatory
Risk Factors regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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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):
| 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)) | |
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Item 5.07 - Submission of Matters to a Vote of Security Holders
On June 23, 2026, Esquire Financial Holdings, Inc. (“Esquire”) held a special meeting of stockholders (the “Special Meeting”). The primary purpose of the Special Meeting was to consider and approve the issuance of Esquire common stock to holders of Signature Bancorporation, Inc. (“Signature”) common stock pursuant to the merger agreement by and between Esquire, Esquire Merger Sub, Inc., a direct, wholly owned subsidiary of Esquire, and Signature, as more fully described in the joint proxy statement/prospectus dated May 6, 2026 and mailed to Esquire’s stockholders on or about May 11, 2026. At the close of business on April 29, 2026, the record date for the Special Meeting, there were 8,639,431 shares of Esquire’s common stock outstanding. At the special meeting there were 6,586,054 shares of Esquire’s common stock represented in person or by proxy, constituting a quorum.
The voting results from the Special Meeting as to the proposals presented to the shareholders were as follows:
Proposal 1: Esquire Share Issuance Proposal. A proposal to approve the issuance of Esquire Financial Holdings, Inc. common stock to holders of Signature Bancorporation, Inc. common stock pursuant to the merger agreement, as more fully described in the joint proxy statement/prospectus (the “Esquire Share Issuance Proposal”).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 6,568,618 | 9,444 | 7,992 | — | |||||||||||
The Esquire Share Issuance Proposal was approved by Esquire stockholders.
Proposal 2: Esquire Adjournment Proposal. A proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Esquire Share Issuance Proposal, or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to Esquire’s stockholders:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 6,522,681 | 62,866 | 507 | — | |||||||||||
No adjournment of the Special Meeting was determined to be necessary or appropriate and, accordingly, the Special Meeting was not adjourned and proceeded to conclusion.
| Item 8.01 | Other Events. |
On June 23, 2026, Esquire and Signature issued a joint press release announcing the final exchange ratio for the proposed 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.
On June 24, 2026, Esquire and Signature issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of Signature’s shareholders held on June 23, 2026. A copy of the press release is filed as Exhibit 99.2 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 23, 2026 | |
| Exhibit 99.2 | Press Release dated June 24, 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 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.
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 24, 2026 | By: | /s/ Andrew C. Sagliocca |
| Andrew C. Sagliocca | ||
| Vice Chairman, Chief Executive Officer and President | ||
Exhibit 99.1
Joint Press Release
FOR IMMEDIATE RELEASE
Esquire Financial Holdings, Inc. and Signature Bancorporation Inc. Announce Final Exchange Ratio for Proposed Merger
Jericho, NY & Rosemont, IL, June 23, 2026 – Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (“Esquire”), the parent company of Esquire Bank, National Association and Signature Bancorporation, Inc. (“Signature”), the parent company of Signature Bank, announced today the final exchange ratio for the proposed merger based on Signature’s sale of all Schedule A Loans.
Under the terms of the merger agreement, Signature shareholders were to receive 2.630 shares of Esquire common stock for each share of Signature common stock they own (the “exchange ratio”), subject to adjustment (the “merger consideration”) based on the aggregate sale proceeds received by Signature on the sale of four loans, which loans totaled approximately $70 million (the “Schedule A Loans”). The merger agreement provided that if any Schedule A Loans are sold prior to closing, the exchange ratio would be adjusted based on the aggregate loan sales proceeds relative to the aggregate outstanding principal amount of such loans (the “Aggregate Schedule A Loan Balance”), with a maximum exchange ratio of 2.80, based on the sale of all Schedule A Loans and on a one hundred percent recovery of the Aggregate Schedule A Loan Balance, and a minimum exchange ratio of 2.50, based on a ten percent or less aggregate recovery from the sale of the Schedule A Loans (or no sales of Schedule A Loans) prior to closing.
Based on Signature’s Schedule A Loan sales and related recovery rate of approximately 62.0%, shares of Signature’s common stock (except for any dissenting shares) will be converted into the right to receive 2.671 shares of Esquire stock at the close of the merger. As disclosed in the joint proxy statement/prospectus relating to the proposed combination of Esquire and Signature dated May 6, 2026, Esquire pro forma financial information assumed a Schedule A Loan recovery rate of 50% (included in the gross credit mark on loans) and an associated exchange ratio of 2.630 (3.393 million Esquire shares issued to Signature shareholders), as compared to the actual recovery rate of 62.0% and an associated exchange ratio of 2.671 (3.447 million Esquire shares issued to Signature shareholders).
“Based upon the final exchange ratio of 2.671 as compared to the assumed exchange ratio of 2.630, Esquire will issue approximately 54 thousand, or 1.6%, additional shares on a pro forma basis, which is reflected in the pro forma financial information and related disclosures contained within the joint proxy statement/prospectus relating to the proposed combination of Esquire and Signature dated May 6, 2026,” stated Andrew C. Sagliocca, Vice Chairman, CEO & President of Esquire. “We anticipate closing the proposed merger in the third quarter of 2026.”
The closing of the proposed merger remains subject to the approvals of Esquire stockholders and Signature shareholders and certain other customary closing conditions.
About Esquire Financial Holdings, Inc.
Esquire Financial Holdings, Inc. is a financial holding company headquartered in Jericho, New York. Its wholly owned subsidiary, Esquire Bank, is a full-service commercial bank, with branch offices in Jericho, New York and Los Angeles, California, 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 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. For more information, visit www.esquirebank.com.
About Signature Bancorporation, Inc.
Signature Bancorporation, Inc. is the parent company of Signature Bank, a business-focused bank headquartered in Rosemont, Illinois. Founded in 2006, Signature Bank is dedicated to providing tailored financial solutions to middle-market businesses. Signature Bank serves a diverse range of business clients — including law firms, medical practices, manufacturers, technology firms, and professional service firms — through a comprehensive suite of commercial lending, treasury management, SBA lending, wealth management, and fraud protection services, delivered through a combination of relationship-based banking and innovative financial technology. For more information, visit www.signaturebank.bank.
Forward-Looking Statements
This press release includes “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.
Contact Information
Esquire: Eric S. Bader
Executive Vice President and Chief Operating Officer
Esquire Financial Holdings, Inc.
(516) 535-2002
eric.bader@esqbank.com
Signature: Michael G. O’Rourke
President and CEO
Signature Bancorporation, Inc.
(773) 467-5602
morourke@signaturebank.bank
Exhibit 99.2
Joint Press Release
FOR IMMEDIATE RELEASE
Esquire Financial Holdings, Inc. and Signature Bancorporation Inc. Receive Stockholder Approvals for Merger
Jericho, NY & Rosemont, IL, June 24, 2026 – Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (“Esquire”), the parent company of Esquire Bank, National Association and Signature Bancorporation, Inc. (“Signature”), the parent company of Signature Bank, announced today the receipt of their respective stockholder approvals in connection with the proposed merger of Signature with and into Esquire. On June 9, 2026, Esquire and Signature issued a joint press release announcing the receipt of all required regulatory approvals for the proposed merger.
Having received all required regulatory and stockholder approvals, the closing of the proposed merger is anticipated to be completed in the third quarter of 2026, subject to the satisfaction or waiver of the remaining customary closing conditions.
About Esquire Financial Holdings, Inc.
Esquire Financial Holdings, Inc. is a financial holding company headquartered in Jericho, New York. Its wholly owned subsidiary, Esquire Bank, is a full-service commercial bank, with branch offices in Jericho, New York and Los Angeles, California, 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 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. For more information, visit www.esquirebank.com.
About Signature Bancorporation, Inc.
Signature Bancorporation, Inc. is the parent company of Signature Bank, a business-focused bank headquartered in Rosemont, Illinois. Founded in 2006, Signature Bank is dedicated to providing tailored financial solutions to middle-market businesses. Signature Bank serves a diverse range of business clients — including law firms, medical practices, manufacturers, technology firms, and professional service firms — through a comprehensive suite of commercial lending, treasury management, SBA lending, wealth management, and fraud protection services, delivered through a combination of relationship-based banking and innovative financial technology. For more information, visit www.signaturebank.bank.
Forward-Looking Statements
This press release includes “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 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.
Contact Information
Esquire: Eric S. Bader
Executive Vice President and Chief Operating Officer
Esquire Financial Holdings, Inc.
(516) 535-2002
eric.bader@esqbank.com
Signature: Michael G. O’Rourke
President and CEO
Signature Bancorporation, Inc.
(773) 467-5602
morourke@signaturebank.bank