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0001531031
0001531031
2026-03-31
2026-03-31
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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):
March 31, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On
March 31, 2026, Mr. Selig Zises resigned from his director and committee positions at Esquire Financial Holdings, Inc.
(the “Company”) and Esquire Bank, National Association (the “Bank”) in order to focus on his personal health
and related disability, which resignation was effective on that date. Mr. Zises resignation was not the result of any disagreement
with the Company, the Bank or any of their affiliates. The Company and the Bank thank Mr. Zises for his more than 17 years of service
and wish him well.
A
copy of Mr. Zises’ resignation letter is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Effective upon Mr. Zises’ resignation
as a director, the size of the Company’s Board of Directors was reduced from nine to eight directors.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Resignation Letter of Selig Zises |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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: April 2,
2026 |
By: |
/s/ Andrew
C. Sagliocca |
| |
|
Andrew C. Sagliocca |
| |
|
Vice Chairman, Chief Executive
Officer and President |
Exhibit 99.1
March 31, 2026
Board of Directors
Esquire Financial Holdings, Inc.
100 Jericho Quadrangle, Suite 100
Jericho, NY 11753
| Re: | Resignation from the Board |
My Dear Fellow Board Members:
After over 17 years of service
to the Board of Directors of Esquire Financial Holdings, Inc. (the “Company”) and Esquire Bank, National Association
(the “Bank”), it is now time for me to focus on my personal health and related disability. As such, effective immediately, I
hereby irrevocably resign from all director and committee positions that I hold with the Company and the Bank, and the board of directors
of all affiliates of the Company and the Bank, as applicable, on which I serve, without the requirement of any further action or acceptance
hereof by any individual or entity. This resignation is not the result of any disagreement with the Company, the Bank or any of their
respective affiliates.
| |
Sincerely, |
| |
|
| |
/s/ Selig Zises |
| |
|
| |
Selig Zises |
