Esquire Financial (NASDAQ: ESQ) plans all-stock Signature Bancorp acquisition
Rhea-AI Filing Summary
Esquire Financial Holdings agreed to acquire Signature Bancorporation in an all-stock merger that will create a combined bank with approximately $4.8 billion in assets at closing. Signature shareholders will receive 2.63 shares of Esquire common stock for each Signature share, with an exchange ratio that can adjust between 2.50 and 2.80 based on proceeds from the sale of about $70 million of specified Signature loans.
The deal is positioned as a strategic expansion into the Chicago market, reducing Esquire’s litigation vertical loan and funding concentrations from above 70% to below 50% and adding a long-standing commercial banking franchise. Esquire projects GAAP EPS accretion of 23% in 2027 and approximately 11% tangible book value accretion, with no capital raise.
Two Signature directors will join Esquire’s and Esquire Bank’s boards, and Signature’s top executives will lead the Chicago operations under the “Signature, a division of Esquire Bank” brand. Closing is subject to shareholder approvals, multiple banking regulatory approvals, effectiveness of a Form S-4, and other customary conditions. Signature may owe a $15.0 million termination fee if the merger agreement ends under specified circumstances.
Positive
- Accretive financial profile: Esquire projects approximately 23% GAAP EPS accretion in 2027 and about 11% tangible book value accretion while remaining well capitalized and avoiding a capital raise.
- Strategic scale and diversification: The merger roughly doubles assets to about $4.8 billion, expands into the Chicago market, and lowers litigation vertical loan and funding concentrations from above 70% to below 50%.
Negative
- Dilution and execution risk: The all-stock structure requires significant new share issuance, and management flags typical risks around regulatory approvals, integration challenges, realizing expected synergies, and potential dilution from the additional capital stock.
Insights
Esquire is using stock to double its size, diversify, and target accretive growth.
The transaction adds a $2.0 billion Chicago commercial bank to Esquire, bringing projected combined assets to about
Management highlights clear financial targets: pro forma GAAP EPS accretion of
Execution still depends on regulatory and shareholder approvals, successful disposition of the designated loans, and smooth integration of Signature’s Chicago franchise and leadership team. Future disclosures in the Form S-4 and subsequent filings will provide more detail on realized cost saves, integration progress, and whether projected accretion and diversification benefits track management’s expectations.
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
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 11, 2026, Esquire Financial Holdings, Inc., a Maryland corporation (“Esquire”), Esquire Merger Sub, Inc., a Maryland corporation and a direct, wholly owned subsidiary of Esquire (“Merger Sub”), and Signature Bancorporation, Inc., an Illinois corporation (“Signature”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Signature, with Signature as the surviving entity (the “Merger”), and immediately following the Merger, Signature will merge with and into Esquire, with Esquire as the surviving entity (the “Second Step Merger”). The Merger Agreement further provides that immediately following the Second Step Merger, Signature Bank, an Illinois-chartered non-member bank and a wholly owned direct subsidiary of Signature, will merge with and into 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”). The Merger Agreement was unanimously approved by the board of directors of each of Esquire and Signature.
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, will be converted into the right to receive 2.630 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of Esquire (“Esquire Common Stock”). The exchange ratio is subject to adjustment based on the disposition of certain loans held by Signature Bank prior to closing based on the proceeds from the sale of such loans, with a maximum possible exchange ratio of 2.80 and a minimum possible exchange ratio of 2.50, as set forth in the Merger Agreement.
Holders of Signature Common Stock will receive cash in lieu of fractional shares.
Treatment of Signature’s Equity Awards
Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each stock option in respect of shares of Signature Common Stock (each such stock option, a “Signature Option”) granted under the Signature Stock Incentive Plan that is outstanding immediately prior to the Effective Time, shall vest and be assumed by Esquire (such, Signature Option, an “Assumed Option”) and 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.
Certain Governance Matters
The Merger Agreement provides that, prior to the effective time of the Second Step Merger (the “Second Step Effective Time”), each of Esquire and Esquire Bank will take certain actions regarding governance matters to take effect as of the Second Step Effective Time related to Esquire as the surviving corporation and Esquire Bank as the continuing bank.
Esquire will take all actions necessary to cause the number of directors that will comprise the full board of directors of the surviving corporation at the Second Step Effective Time to be increased by two members and shall appoint to the board of directors of the surviving corporation Michael O’Rourke and Leonard Caronia (such directors the “New Board Members”). At the next annual meeting of stockholders of Esquire, and subject to its applicable fiduciary duties, the Esquire Board of Directors will use reasonable best efforts to nominate (and recommend to Esquire’s stockholders) the New Board Members to serve a three year term; provided that if it is not reasonably practicable to nominate one or both of the New Board Members to a three year term as a result of Esquire reasonably seeking to have the number of directors in each class be as equal in number as is reasonably possible, then Esquire will nominate such New Board Member(s) to a two year or one year term, provided that, subject to its applicable fiduciary duties, at subsequent annual meetings of stockholders of Esquire, the Esquire Board of Directors will nominate and recommend to Esquire’s stockholders the re-election of such New Board Member(s) as necessary so that each New Board Member serves no less than three years on the Esquire Board of Directors (subject to election by the Esquire stockholders) following such New Board Member’s initial appointment to the Esquire Board of Directors.
Esquire Bank will take all actions necessary to cause the number of directors that will comprise the full board of directors of the surviving bank at the effective time of the Bank Merger (the “Bank Merger Effective Time”) to be increased by two members and will appoint to the board of directors of the surviving bank the New Board Members. The Esquire Bank Board of Directors will appoint each of the New Board Member for a term to expire at the next annual meeting of the shareholders of Esquire Bank and, subject to its fiduciary duties, at subsequent annual shareholder meetings the Esquire Bank Board of Directors will nominate and recommend to Esquire Bank’s sole shareholder, Esquire, and Esquire will vote to approve, each of the New Board Members for election to the Esquire Bank Board of Director, such that each New Board Member will serve no less than three years on the Board of Directors of Esquire Bank following such New Board Member’s initial appointment to the Esquire Bank Board of Directors.
The officers of Esquire as of immediately prior to the Second Step Effective Time will be the officers of the surviving corporation. At Esquire Bank, as the continuing bank, the officers will be the officers of Esquire Bank as of immediately prior to the Bank Merger Effective Time. Additionally, in connection with the Transaction, Michael O’Rourke, President and Chief Executive Officer of Signature, will join Esquire Bank as President of Signature, a division of Esquire Bank, Kevin Bastuga, Co-Founder and Executive Vice President of Signature, will join Esquire Bank as Executive Vice President of Signature, a division of Esquire Bank, and Bryan Duncan, Co-Founder and Executive Vice President of Signature, will join Esquire Bank as Executive Vice President of Signature, a division of Esquire Bank. In connection with these roles, Esquire Bank has entered into an employment agreement with each of Messrs. O’Rourke, Bastuga and Duncan, each of which agreement will become effective upon the completion of the Transaction.
Certain Other Terms and Conditions of the Merger Agreement
The Merger Agreement contains customary representations and warranties from both Esquire and Signature, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) in the case of Esquire, its obligation to call a meeting of its stockholders to approve the issuance of shares of Esquire Common Stock pursuant to the Merger Agreement (the “Esquire share issuance”) and, subject to its fiduciary duties, the obligation of its board of directors to recommend that its stockholders approve the Esquire share issuance, (iii) in the case of Signature, its obligation to call a meeting of its shareholders to approve the Merger Agreement, and, subject to certain exceptions, the obligation of its board of directors to recommend that its shareholders approve the Merger Agreement, and (iv) Signature’s non-solicitation obligations related to alternative acquisition proposals. Esquire and Signature have also agreed to use their reasonable best efforts to prepare and file all applications, notices and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement.
The completion of the Merger is subject to customary conditions, including (i) approval of the Merger Agreement by the requisite vote of the Signature shareholders, (ii) approval of the Esquire share issuance by the requisite vote of the Esquire stockholders, (iii) authorization for listing on Nasdaq of the shares of Esquire Common Stock to be issued in the Merger, (iv) receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Illinois Department of Financial and Professional Regulation, without the imposition of any condition or restriction that would be reasonably expected to have a material and adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of the surviving corporation of the Second Step Merger and its subsidiaries, taken as a whole, after giving effect to the Merger, the Second Step Merger and the Bank Merger, (v) effectiveness of the registration statement on Form S-4 for the Esquire Common Stock to be issued in the Merger and (vi) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger, the Second Step Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement or making the completion of the Merger, the Second Step Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under the Merger Agreement, and (c) receipt by such party of an opinion from its counsel to the effect that the Merger and the Second Step Merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The Merger Agreement provides certain termination rights for both Esquire and Signature and further provides that a termination fee of $15.0 million will be payable by Signature upon termination of the Merger Agreement under certain circumstances.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (i) will not survive consummation of the Merger and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Esquire or Signature, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Esquire, Signature, their respective affiliates or their respective businesses, the Merger Agreement, the Merger, the Second Step Merger and the Bank Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a joint proxy statement of Esquire and Signature and a prospectus of Esquire, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that Esquire makes with the Securities and Exchange Commission (“SEC”).
The foregoing description of 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, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Voting Agreements
Simultaneously with the execution of the Merger Agreement, Esquire entered into a voting agreement (a “Signature Voting Agreement”) with each of the directors and executive officers of Signature. Each Signature director and executive officer, as a shareholder party to a Signature Voting Agreement, has agreed, among other things, to vote shares of Signature Common Stock owned by such shareholder, and over which such shareholder has the right to dispose of and has voting power, in favor of the Merger Agreement and the other transactions contemplated by the Merger Agreement, and against any competing acquisition proposal, any action, agreement transaction or proposal which could reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Signature in the Merger Agreement in any material respect, or other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement. The Signature Voting Agreements will terminate in certain circumstances, including upon consummation of the Merger or the termination of the Merger Agreement in accordance with its terms.
The foregoing description of the Signature Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Signature Voting Agreements, the form of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Lock Up Agreements
Simultaneously with the execution of the Merger Agreement, Esquire entered into a lock-up agreement (a “Lock-Up Agreement”) with each of the executive officers of Signature (the “Executives”). Pursuant to the Lock-Up Agreement, each Executive has agreed, among other things, to (i) other than 5% of the Esquire Common Stock received by or to be received by the Executive pursuant to the Merger Agreement, not sell or dispose of any shares of the Esquire Common Stock received by or to be received by the Executive pursuant to the Merger Agreement for 365 days following the Effective Time; (ii) not sell or dispose of more than 33% of the Esquire Common Stock received by or to be received by the Executive pursuant to the Merger Agreement between 366 days and 730 days following the Effective Time; and (iii) not sell or dispose of more than 66% of the Esquire Common Stock received by or to be received by the Executive pursuant to the Merger Agreement between 731 days and 1,095 days following the Effective Time.
The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreements, the form of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 8.01 | Other Events. |
On March 12, 2026, Esquire and Signature issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is filed as Exhibit 99.3 hereto and is incorporated herein by reference. In addition, in connection with the announcement of the Merger Agreement, Esquire intends to provide supplemental information regarding the proposed transaction in connection with a presentation to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No | Description |
| Exhibit 2.1 | Agreement and Plan of Merger, dated as of March 11, 2026, by and among Esquire Financial Holdings, Inc., Signature Bancorporation, Inc. and Esquire Merger Sub, Inc. * |
| Exhibit 99.1 | Form of Signature Voting Agreement, dated as of March 11, 2026, by and among Esquire Financial Holdings, Inc. and directors and certain executives of Signature Bancorporation, Inc. |
| Exhibit 99.2 | Form of Lock-Up Agreement, dated as of March 11, 2026, by and among Esquire Financial Holdings, Inc. and certain executives of Signature Bancorporation, Inc. |
| Exhibit 99.3 | Joint Press Release issued by Esquire Financial Holdings, Inc. and Signature Bancorporation, Inc. dated March 12, 2026 |
| Exhibit 99.4 | Investor Presentation dated March 12, 2026 |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Esquire Financial Holdings, Inc. agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request. |
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 required regulatory, 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 (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company); 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, 2024, 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 September 30, 2025, and other reports Esquire files with the SEC.
Additional Information and Where to Find It
In connection with the proposed transaction, Esquire will file a registration statement on Form S-4 with the SEC. The registration statement will include a joint proxy statement of Esquire and Signature, which also constitutes a prospectus of Esquire, that will be sent to stockholders of Esquire and shareholders of Signature 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, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT ESQUIRE, SIGNATURE AND THE PROPOSED TRANSACTION. Investors and security holders will be able to 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, 2025, 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, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.
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: March 12, 2026 | By: | /s/ Andrew C. Sagliocca |
| Andrew C. Sagliocca | ||
| Vice Chairman, Chief Executive Officer and President | ||
Exhibit 99.1
FORM OF VOTING AGREEMENT
March 11, 2026
Signature Bancorporation, Inc.
9450 W. Bryn Mawr, Suite 300
Rosemont, IL 60018
Ladies and Gentlemen:
The undersigned shareholder (the “Shareholder”) of Signature Bancorporation, Inc., an Illinois corporation (the “Signature”), in the Shareholder's capacity as a shareholder of Signature, and not in his or her capacity as a director or officer of Signature, as applicable, hereby acknowledges that Signature, Esquire Financial Holdings, Inc., a Maryland corporation (“Esquire”), and ESQ Merger Sub, Inc., a Maryland corporation and a wholly-owned subsidiary of Esquire (“Merger Sub”), have entered into an Agreement and Plan of Merger, dated as of the same date hereof (as amended or modified from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into Signature, with Signature as the surviving corporation (the “Interim Surviving Corporation”) in such merger (the “Merger”) and, immediately following the Merger, the Interim Surviving Corporation will merge with and into Esquire, with Esquire as the surviving corporation of such Merger (the “Second Step Merger”, and together with the Merger, the “Mergers”). A copy of the Merger Agreement has been provided to the Shareholder. Capitalized terms used but not defined herein are to be deemed to have the same meanings assigned to them in the Merger Agreement.
As an inducement to and condition of Esquire’s willingness to enter into the Merger Agreement, the Shareholder hereby agrees, represents and warrants as follows:
1. Owned Shares. As of the date hereof, the Shareholder owns (of record or beneficially) and has the full power and authority to vote [●] shares of Signature Common Stock (the “Owned Shares”). For all purposes of this agreement, the Owned Shares will include any shares of Company Common Stock as to which the Shareholder acquires beneficial or record ownership after the date hereof. The Owned Shares are owned by the Shareholder free and clear of all encumbrances, voting arrangements and commitments of every kind, except as would not restrict the performance of the Shareholder's obligations or compliance with the restrictions under this agreement. The Shareholder does not beneficially own any shares of Signature Common Stock other than the Owned Shares.
2. Agreement to Vote Owned Shares. The Shareholder agrees that, at the Signature Meeting or any other meeting or action of the shareholders of Signature, including a written consent solicitation, the Shareholder will (a) appear at such meeting or otherwise cause the Owned Shares to be counted as present thereat for the purpose of establishing a quorum, (b) vote all of the Owned Shares (or otherwise provide a proxy, consent or voting instruction or direction) in favor of (i) approval of the Merger Agreement, the Mergers and any other matters required to be approved or adopted in order to effect the Mergers and the transactions contemplated by the Merger Agreement and (ii) the adjournment or postponement of Signature Meeting, (c) not initiate any proxy solicitation or undertake any other efforts against the Merger Agreement, the Mergers or the transactions contemplated by the Merger Agreement, and (d) not vote the Owned Shares (or otherwise provide a proxy or consent) in favor of, or otherwise support, approval of any Acquisition Proposal with respect to Signature or any action that is intended to, or could reasonably be expected to, impede, interfere with, or delay or otherwise adversely affect the Mergers or the transactions contemplated by the Merger Agreement. Notwithstanding anything to the contrary in this agreement, the parties acknowledge that (x) this agreement is entered into by the Shareholder solely in his or her capacity as a holder of the Owned Shares and not in his or her capacity as a director and/or officer of Signature or Signature Bank, and that nothing in this agreement shall prevent the Shareholder from discharging his or her fiduciary duties as an executive officer or director of Signature, as applicable, and (y) the taking of any actions (or failures to act) by any of the undersigned in such person’s capacity as an executive officer or director of Signature shall not be deemed to constitute a breach of this agreement, including without limitation, the taking of any action permitted by and in accordance with Section 6.4 or Section 6.12 of the Merger Agreement.
3. Transfer of Owned Shares and Signature Common Stock. From the date hereof until the Effective Time, the Shareholder agrees that he or she will not, without the prior written consent of Esquire, directly or indirectly, sell, offer for sale, transfer, pledge, assign, encumber or otherwise dispose of, or enter into any contract, agreement, option, commitment, derivative or other arrangement or understanding with respect to any sale, offer for sale, transfer, pledge, assignment, encumbrance or other disposition (each, a “Transfer”) of any of the Owned Shares or the voting rights thereunder, other than (i) any Transfer made for bona fide estate planning purposes, (ii) any Transfer to an Affiliate of such Shareholder, or (iii) a Transfer solely in connection with the payment of the exercise price and/or the satisfaction of any tax withholding obligations arising from the exercise of any equity awards, stock options, warrants or the conversion of any convertible securities; provided that, in the case of the foregoing subclauses (i) and (ii) only, as a condition to such Transfer, such transferee agrees in writing to be bound by the applicable terms hereof and notice of such Transfer is provided to Esquire.
4. Further Assurances. The Shareholder will take all reasonable actions and make all reasonable efforts, and will execute and deliver all such further agreements, documents, certificates, instruments, proxies and voting instructions as reasonably necessary, in order to fulfill his or her agreements and obligations contemplated hereby, including, without limitation, the agreement of the Shareholder to vote the Owned Shares in accordance with Section 2 hereof.
5. No Solicitation. The Shareholder agrees that he or she shall not, and the Shareholder shall direct and use his or her reasonable best efforts to cause his or her agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by the Shareholder) not to, directly or indirectly, (a) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal with respect to Signature, (b) engage or participate in any negotiations with any person concerning any Acquisition Proposal with respect to Signature, (c) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to an Acquisition Proposal with respect to Signature, (d) enter into any term sheet, letter of intent, indication of interest, commitment, memorandum of understanding, agreement in principle, stock acquisition or disposition agreement, or other agreement (whether written or oral, binding or non-binding) in connection with or relating to any Acquisition Proposal with respect to Signature, or (e) solicit proxies or initiate a shareholder vote with respect to an Acquisition Proposal with respect to Signature or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal with respect to Signature, except in each case to notify a person that has made or, to the knowledge of the Shareholder, is making any inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 5. Notwithstanding the foregoing, in the event Signature is engaging in discussions or negotiations with a person making an Acquisition Proposal in accordance with Section 6.12 of the Merger Agreement with respect to such Acquisition Proposal, the Shareholder and his or her agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by the Shareholder) shall be entitled to engage in any discussions or negotiations that Signature is permitted to engage in pursuant to Section 6.12 of the Merger Agreement with respect to such Acquisition Proposal.
6. Specific Performance. The parties agree that irreparable damage would occur if any provision of this agreement were not performed in accordance with its specific terms or otherwise breached. Accordingly, the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions or temporary restraining order to prevent breaches or threatened breaches of this agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.
7. Public Announcements. The Shareholder agrees that no public release or announcement or statement concerning this agreement or concerning the transactions contemplated by the Merger Agreement shall be issued by the Shareholder without the prior written consent of Esquire (which consent shall not be unreasonably withheld, conditioned or delayed), except (i) as required by applicable law or the rules or regulations of any applicable Governmental Entity or stock exchange to which the Shareholder is subject, in which case the Shareholder shall consult with Esquire about, and allow Esquire reasonable time to comment on, such release or announcement in advance of such issuance or (ii) for such releases, announcements or statements that are consistent with other such releases, announcements or statements made after the date of this agreement in compliance with this Section 7.
8. Termination of this Agreement. This agreement will terminate automatically upon the earliest to occur of: (i) the termination of the Merger Agreement by either or both of Signature or Esquire pursuant to Section 8.1 of the Merger Agreement, (ii) the Effective Time, and (iii) the mutual written agreement of the parties; provided, however, that this Section 8 and Sections 11 through 25 of this agreement shall survive such termination. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, such termination will not relieve any party from liability for any willful breach of this agreement prior to such termination.
9. Certain Representations and Warranties.
(a) The Shareholder hereby represents and warrants to Esquire that the Shareholder has the right, power and authority to execute and deliver this agreement and to perform fully its obligations hereunder; such execution, delivery and performance does not and will not violate, or require any consent, approval, or notice under any law or result in the breach of, constitute a default under, result in the creation of any Lien on any Owned Shares pursuant to any contract or other instrument; this agreement has been duly executed and delivered by the Shareholder and, assuming due authorization, execution, and delivery hereof by Esquire, constitutes a legal, valid and binding agreement of the Shareholder, enforceable in accordance with its terms (except to the extent that enforceability hereof may be limited by the Enforceability Exceptions); there is no claim, action, suit, dispute, investigation, examination, complaint or other proceeding pending against the Shareholder or, to the knowledge of the Shareholder, any other person or, to the knowledge of the Shareholder, threatened against the Shareholder or any other person, in each case, that restricts, limits, impairs or prohibits (or, if successful, would restrict, limit, impair or prohibit) the performance by the Shareholder of his or her covenants, agreements and obligations hereunder.
(b) Esquire hereby represents and warrants to the Shareholder that Esquire is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; Esquire has the right, power and authority to execute and deliver this agreement and to perform fully its obligations hereunder; such execution, delivery and performance does not and will not violate, or require any consent, approval, or notice under any law or result in the breach of any contract; and this agreement has been duly executed and delivered by Esquire and, assuming due authorization, execution, and delivery hereof by the Shareholder, constitutes a legal, valid and binding agreement of Esquire, enforceable in accordance with its terms (except to the extent that enforceability hereof may be limited by the Enforceability Exceptions).
10. Appraisal/Dissenters Rights. To the extent permitted by applicable law, the Shareholder hereby irrevocably and unconditionally waives and agrees not to exercise or perfect any rights of appraisal or rights to dissent from the Merger that the Shareholder may have with respect to the Owned Shares under applicable law.
11. Governing Law. This agreement shall be governed and construed in accordance with the laws of the State of Maryland without regard to any applicable conflicts of law.
12. Counterparts. This agreement may be executed in two or more counterparts (including by electronic means, including a “.pdf” format data file), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.
13. Chosen Courts. Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this agreement or the transactions contemplated hereby exclusively in the Chosen Courts, and, solely in connection with claims arising under this agreement or the transactions that are the subject of this agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party, and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 22.
14. Severability. Whenever possible, each provision or portion of any provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.
15. Electronic Transmission. This agreement and any signed agreement or instrument entered into in connection with this agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by email delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of email delivery of a “.pdf” format data file to deliver a signature to this agreement or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the email delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.
16. Amendment. Subject to compliance with applicable law, this agreement may be amended by the parties hereto. This agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties hereto.
17. Extension; Waiver. The Shareholder, with respect to Esquire, and Esquire, with respect to the Shareholder, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of Esquire (in the case of the Shareholder) or the Shareholder (in the case of Esquire), (b) waive any inaccuracies in the representations and warranties of Esquire (in the case of the Shareholder) or the Shareholder (in the case of Esquire) contained herein, and (c) waive compliance with any of the agreements or satisfaction of any conditions of Esquire (in the case of the Shareholder) or the Shareholder (in the case of Esquire) contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
18. Interpretation. The parties have participated jointly in negotiating and drafting this agreement. In the event that an ambiguity or a question of intent or interpretation arises, this agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this agreement. The headings contained in this agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this agreement. Whenever the words “include,” “includes” or “including” are used in this agreement, they shall be deemed to be followed by the words “without limitation.” This agreement shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate any applicable law.
19. Entire Agreement. This agreement (including the documents and the instruments referred to herein) constitutes the entire agreement among the parties and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
20. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 20.
21. Assignment; Third-Party Beneficiaries. Neither this agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This agreement is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.
22. Notices. All notices, requests, instructions or other communications or documents to be given or made hereunder by one party to the other parties shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document if sent at or prior to 5:00 p.m. local time of the recipient, and on the next business day if sent after 5:00 p.m. local time of the recipient (in each case except in the event of any “bounceback” or similar non-transmittal message); or (d) on the day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 22):
| (a) | If to the Shareholder, to: |
c/o Signature Bancorporation, Inc.
9450 W. Bryn Mawr, Suite 300
Rosemont, IL 60018
| Attention: | Michael G. O'Rourke, President and Chief Executive Officer | |
| Email: | morourke@signaturebank.bank |
With copies (which shall not constitute notice) to:
Vedder Price P.C.
222 North LaSalle Street, Suite 2600
Chicago, IL 60601
| Attention: | James W. Morrissey | |
| Email: | jmorrissey@vedder.com |
| (b) | if to Esquire, to: |
Esquire Financial Holdings, Inc.
100 Jericho Quadrangle, Suite 100
Jericho, NY 11753
| Attention: | Andrew C. Sagliocca, Vice Chairman, Chief Executive Officer and President | |
| Email: | andrew.sagliocca@esqbank.com |
With copies (which shall not constitute notice) to:
Luse Gorman, PC
5335 Wisconsin Avenue, NW
Suite 780
Washington, DC 20015
| Attention: | John J. Gorman Marc Levy | |
| Email: | jgorman@luselaw.com mlevy@luselaw.com |
and
Esquire Financial Holdings, Inc.
100 Jericho Quadrangle, Suite 100
Jericho, NY 11753
| Attention: | Gary Lax, Senior Vice President, Chief Legal Officer and Corporate Secretary |
| Email: | gary.lax@esqbank.com |
23. Expenses. All costs and expenses incurred in connection with this agreement and the transactions contemplated hereby shall be paid by the party incurring such expense.
24. No Ownership. Nothing contained in this agreement shall be deemed to vest in Esquire any direct or indirect ownership or incidence of ownership of or with respect to any Owned Shares. All rights, ownership and economic benefits of and relating to the Owned Shares shall remain vested in and belong to the Shareholder, and Esquire shall have no authority to direct the Shareholder in the voting or disposition of any of the Owned Shares, except as provided herein.
[Remainder of this page intentionally left blank. Signature page follows this page]
The undersigned has executed and delivered this agreement as of the day and year first above written.
| SHAREHOLDER | |||
| By: | |||
| Name: | |||
| Title: | |||
| Accepted as of the Date first above written:ESQUIRE FINANCIAL HOLDINGS, INC. | |||
| By: | |||
| Name: | Andrew C. Sagliocca | ||
| Title: | Vice Chairman, Chief Executive Officer and President | ||
Exhibit 99.2
FORM OF
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (this “Lock-Up Agreement”), dated as of March 11, 2026, is entered into by and between Esquire Financial Holdings, Inc., a Maryland corporation (“Esquire”), and the undersigned shareholder (the “Shareholder”) of Signature Bancorporation, Inc., an Illinois corporation (the “Company”).
WHEREAS, in connection with the proposed acquisition of the Company by Esquire, and in consideration of the Company, Esquire, and Merger Sub entering into that certain Agreement and Plan of Merger dated as of March 11, 2026, (the “Merger Agreement”), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce Esquire to enter into the Merger Agreement, the Shareholder, who will (i) receive the number of shares of Esquire Common Stock and (ii) the number of shares of Esquire Common Stock underlying the Shareholder’s options to purchase shares of Esquire Common Stock (that will be converted from options to purchase shares of Company Common Stock) to be determined at Closing (as defined in the Merger Agreement) in accordance with Section 1.5 of the Merger Agreement(i) and (ii) together, the “Executive Esquire Shares”) in connection with the Merger, hereby agrees with Esquire as follows:
1. Lock-Up Periods.
a. During the period commencing on the date on which the Effective Time occurs and ending at 5:00 p.m. Eastern Time on the date which is 365 days following the date on which the Effective Time occurs (the “Year 1 Lock-Up Period”), the Shareholder will not directly or indirectly take any action to offer, sell, contract to sell, sell any option, warrant, or contract to purchase, purchase any option, warrant, or contract to sell, transfer, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition or otherwise) of any Executive Esquire Shares received by or to be received by the Shareholder pursuant to the Merger Agreement, other than the Shareholder having the ability to sell, transfer, pledge or otherwise dispose of 5% of the Executive Esquire Shares during the Year 1 Lock-Up Period;
b. During the period commencing on the date on which is 366 days following the date on which the Effective Time occurs and ending at 5:00 p.m. Eastern Time on the date which is 730 days following the date on which the Effective Time occurs (the “Year 2 Lock-Up Period”), the Shareholder will not directly or indirectly take any action to offer, sell, contract to sell, sell any option, warrant, or contract to purchase, purchase any option, warrant, or contract to sell, transfer, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition or otherwise) of more than 33% of the Executive Esquire Shares received by or to be received by the Shareholder pursuant to the Merger Agreement;
c. During the period commencing on the date on which is 731 days following the date on which the Effective Time occurs and ending at 5:00 p.m. Eastern Time on the date which is 1,095 days following the date on which the Effective Time occurs (the “Year 3 Lock-Up Period, and together with the Year 1 Lock-Up Period and the Year 2 Lock-Up Period, the “Lock-Up Period”), the Shareholder will not directly or indirectly take any action to offer, sell, contract to sell, sell any option, warrant, or contract to purchase, purchase any option, warrant, or contract to sell, transfer, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition or otherwise) of more than 66% of the Executive Esquire Shares received by or to be received by the Shareholder pursuant to the Merger Agreement;
d. During the Lock-Up Period, the restrictions on disposition set forth in 1.a, b and c above shall apply to any swap or other derivative transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Executive Esquire Shares, whether any such transaction is to be settled by delivery of Esquire Common Stock or other securities, in cash, or otherwise; or
e. During the Lock-up Period, the Shareholder will not publicly disclose an intention to effect any transaction contemplated by this Section 1.
2. Any attempted transfer of the Executive Esquire Shares in violation of this Lock-Up Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Lock-Up Agreement, and will not be recorded on the stock transfer records of Esquire.
3. This Lock-Up Agreement shall not prohibit the Shareholder from making transfers of Executive Esquire Shares:
a. (i) by will or operation of law as a result of the death of the Shareholder, (ii) for bona fide estate planning purposes to the Shareholder’s (x) affiliates (as defined in the Merger Agreement) or (y) immediate family members (as defined below) (each, a “Permitted Transferee”), (iii) to Esquire in connection with the vesting, settlement or exercise of the Signature Stock Options (which were converted to Esquire Stock Options pursuant to the Merger Agreement) to satisfy any purchase price, exercise price and withholding for the payment of taxes incurred in connection with such vesting, settlement or exercise; or (iv) upon the determination by Esquire that the Shareholder has suffered a Disability; provided that, in the case of the foregoing subclause (ii) only, as a condition to such transfer, such Permitted Transferee shall be required to duly execute and deliver to Esquire a joinder to this Agreement (in form and substance reasonably satisfactory to Esquire); provided, further, that, in the case of the foregoing subclause (ii) only, the Shareholder shall remain jointly and severally liable for any breaches or violations by any such permitted transferee of the terms hereof. An immediate family member of Shareholder means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of Shareholder, and any person (other than a tenant or employee) sharing the household of Shareholder.
4. The Shareholder also agrees and consents to the entry of stop transfer instructions with Esquire and its transfer agent and registrar against the transfer of the Executive Esquire Shares, except in compliance with this Lock-Up Agreement. In furtherance of the foregoing, Esquire and its transfer agent are each hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. Esquire may cause a legend in the form set forth below, or a legend substantially equivalent thereto, to be placed upon any certificates or other documents, ledgers, or instruments evidencing the Shareholder’s ownership of the Executive Esquire Shares:
THE SHARES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF ESQUIRE FINANCIAL HOLDINGS, INC.
5. If (i) the Merger Agreement is terminated without the consummation of the Merger, (ii) the Shareholder is terminated by Esquire Bank and the termination is deemed to be a Termination Not for Cause, (iii) the Shareholder terminates his employment with Esquire Bank for Good Reason, or (iv) Esquire completes a Change-in-Control transaction, this Lock-Up Agreement shall automatically terminate and shall be of no further force and effect.
6. Esquire agrees that upon the earlier of (i) the termination of the Merger Agreement or (ii) the expiration of the Lock-Up Period, it shall immediately and solely at Esquire’s own expense instruct Esquire’s transfer agent to remove any legend placed upon any certificates or other documents, ledgers, or instruments evidencing the Shareholder’s ownership of Executive Esquire Shares pursuant to the terms of this Lock-Up Agreement.
7. The Shareholder hereby represents and warrants that the Shareholder has full power and authority and legal capacity to enter into this Lock-Up Agreement. Upon request, the Shareholder will execute any additional documents necessary in connection with the enforcement hereof. The Shareholder may not assign or delegate this Lock-Up Agreement or any of the Shareholder’s rights, interests, duties, or obligations hereunder without the prior written consent of Esquire. Subject to the preceding sentence, this Lock-Up Agreement and any obligations of the Shareholder hereunder shall be binding upon the heirs, executors, administrators, personal representatives, successors, and permitted assigns of the Shareholder.
8. The Shareholder understands that Esquire will proceed with the Merger in reliance on this Lock-Up Agreement. Moreover, the Shareholder understands and agrees that Esquire and the Company are relying upon the accuracy, completeness, and truth of the Shareholder’s representations, warranties, agreements, and certifications contained in this Lock-Up Agreement.
9. Esquire and the Shareholder agree that irreparable damage would occur if this Lock-Up Agreement is not performed in accordance with the terms hereof and that Esquire shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which it is entitled at law or in equity. Furthermore, each of Esquire and the Shareholder hereby further waives any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief. Additionally, if either party institutes any legal suit, action, or proceeding (a “Legal Proceeding”) against the other party to enforce, or otherwise arising out of, this Lock-Up Agreement, the party instituting such enforcement action shall be entitled to receive, in addition to all other damages to which it may be entitled, all costs such party incurs in connection with such Legal Proceeding, including attorneys’ fees and expenses and court costs, if the non-instituting party is found by a court to be at fault and liable.
10. All notices, requests, consents, and other communications required or permitted under or related to this Lock-Up Agreement shall be in writing and shall be deemed given, delivered, and effective (i) when delivered, if delivered personally, or if by e-mail, upon confirmation of receipt, (ii) on the fifth Business Day after mailing, if mailed by first class United States Mail, postage prepaid and return receipt requested, or (iii) on the first Business Day after mailing, if sent by a nationally recognized overnight delivery service, in each case addressed to, in the case of the Shareholder, the Shareholder’s address set forth on the signature page hereto, and, in the case of Esquire or the Company, their respective addresses set forth in the Merger Agreement.
11. This Lock-Up Agreement shall be governed by, and construed, interpreted, and enforced in accordance with, the laws of the State of Maryland, without regard to conflict of laws principles.
12. Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Lock-Up Agreement or the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in Montgomery County, Maryland (the “Chosen Courts”), and, solely in connection with claims arising under this Lock-Up Agreement or the transactions that are the subject of this Lock-Up Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 10.
13. This Lock-Up Agreement represents the entire understanding of Esquire and the Shareholder with respect to the subject matter hereof and supersedes any and all prior agreements, understandings, and arrangements, whether written or oral, between Esquire and the Shareholder with respect to such subject matter.
14. This Lock-Up Agreement may not be amended except by an instrument in writing signed on behalf of or by each of Esquire and the Shareholder.
15. Capitalized terms used and not otherwise defined in this Lock-Up Agreement shall have the meanings ascribed to such terms in the Merger Agreement; provided, however, that “Termination Not for Cause”, “Good Reason”, “Disability”, and “Change-in-Control” shall have the meanings ascribed to such terms in the Employment Agreement by and between the Shareholder and Esquire Bank, dated March 11, 2026. Whenever the words “include,” “includes,” and “including” are used in this Lock-Up Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not actually followed by such words. Any singular term used in this Lock-Up Agreement shall be deemed to include the plural, and any plural term the singular. Any gender reference in this Lock-Up Agreement shall be deemed to include all genders. Esquire and the Shareholder have participated jointly in the negotiation and drafting of this Lock-Up Agreement, and, in the event an ambiguity or question of intent or interpretation arises, this Lock-Up Agreement shall be construed as if drafted jointly by Esquire and the Shareholder and no presumption or burden of proof shall arise favoring or disfavoring either Esquire or the Shareholder by virtue of the authorship of any of the provisions of this Lock-Up Agreement.
16. This Lock-Up Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument. A facsimile or other electronic copy of a signature page to this Lock-Up Agreement shall be deemed to be, and shall have the same force and effect as, an original signature page.
[signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Lock-Up Agreement effective as of the date first set forth above.
| ESQUIRE FINANCIAL HOLDINGS, INC. | ||
| By: | ||
| Andrew C. Sagliocca | ||
| President and Chief Executive Officer | ||
| SHAREHOLDER: | ||
| [●] | ||
| Address: | ||
Exhibit 99.3
Joint Press Release
FOR IMMEDIATE RELEASE
Esquire Financial Holdings, Inc. to Acquire Signature Bancorporation Inc., Expanding into the Chicago Banking Market
Strategic Acquisition of a Premier Chicago Commercial Banking Franchise to Enhance Growth, Diversification and Expand Litigation Vertical in Chicago
Jericho, NY & Rosemont, IL, March 12, 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, jointly announced today that they have entered into a definitive merger agreement, pursuant to which Esquire will acquire Signature in an all-stock transaction. The combined company will have approximately $4.8 billion in assets at closing, joining Esquire’s established national verticals with Signature’s established Chicago commercial banking franchise, enhancing our continued industry leading performance and growth metrics.
Andrew C. Sagliocca, Vice Chairman, Chief Executive Officer and President of Esquire, said, "Signature’s leadership in the attractive Chicago market, best-in-class management team, and exceptional core funding provide Esquire with a strong platform for continued growth and expansion in the country’s third largest metropolitan area or MSA and one of the nation’s largest legal markets. This merger is compelling on multiple levels. Financially, it enhances our operating profile, expands our resources, and diversifies our balance sheet while maintaining a robust capital position for continued expansion in our unique national litigation platform. Strategically, the combination brings together two institutions with highly complementary commercial banking operations and capabilities. Most importantly, it unites two highly talented management teams with deep client relationships and strong market expertise. We are thrilled to welcome Signature’s team, clients, and shareholders to Esquire."
Mick O’Rourke, Co-Founder, Director, Chief Executive Officer, and President of Signature, said, “We are excited to announce a partnership that will benefit both institutions, our clients, and our shareholders, while also positioning us to work together towards the next chapter of our combined organization’s legacy. By bringing together Signature’s strong Midwest commercial banking franchise with Esquire’s national capabilities, we will have greater resources and expanded reach to support our clients as they grow. As we celebrate Signature’s 20th anniversary, this merger will provide our shareholders with enhanced liquidity and an opportunity to create greater value in the years ahead.”
Strategic Benefits
Expansion in the Chicago Market: Provides Esquire with a premier Chicago commercial banking franchise and talent in the country’s third largest MSA and fourth largest legal market where Esquire traditionally lacked presence while supporting continued growth in Esquire’s national litigation platform and expanding the resources and capabilities available to Signature’s clients in the Midwest.
Enhances Scale and Combines Complementary Strengths: The combined company will be strategically positioned for enhanced scale with improved opportunities for growth and profitability. Signature brings longstanding history of commercial and commercial real estate relationship banking in the Chicago market while Esquire is a national leader in the litigation vertical that seeks to expand its presence in the Chicago market as well as nationwide. This creates opportunities to bring Esquire’s specialized capabilities to Signature clients while extending Signature’s commercial banking expertise across a broader platform.
Diversification to Drive Future Growth: Reduces Esquire’s litigation vertical loan and funding concentrations from approximately 70%+ to below 50%, supporting future accelerated growth in Chicago, the Midwest and nationwide.
Maintains Strong Profitability while Deploying Excess Capital: Signature’s high-performing commercial bank with strong low-cost core commercial deposits diversifies Esquire’s balance sheet while contributing significant earnings with strong performance metrics, generating a mid to high-teens IRR for the deployment of Esquire’s excess capital in the merger.
Prospects to Accelerate Shareholder Value Creation: Pro forma calculations of the combined company indicate GAAP EPS accretion of 23% for Esquire in 2027 with no associated revenue enhancement in the pro forma calculations. The transaction is approximately 11% accretive to Esquire’s Tangible Book Value. The transaction only assumes 5% cost savings as the value created in this merger is primarily driven by industry leading growth and performance metrics. Esquire remains well capitalized with no associated capital raise.
Governance and Leadership
Each of the combined company’s and bank’s board of directors will consist of eleven directors, including nine directors from Esquire and two directors from Signature.
| · | Leonard S. Caronia: Current Signature Chairman of the Board will join Esquire’s board of directors. |
| · | Michael G. O’Rourke: Current Signature Chief Executive Officer & President will join Esquire’s board of directors. |
The combined company will be led by a well-respected management team with significant commercial banking experience.
| · | Signature’s top three executives have entered into new employment agreements and will oversee commercial business development opportunities and operations in the Chicago market. |
| o | Michael G. O’Rourke: Current Signature Chief Executive Officer & President and post-merger President of Signature, a division of Esquire Bank. |
| o | Bryan D. Duncan: Current Signature Executive Vice President and post-merger Executive Vice President of Signature, a division of Esquire Bank. |
| o | Kevin Bastuga: Current Signature Executive Vice President and post-merger Executive Vice President of Signature, a division of Esquire Bank. |
Transaction Details
Under the terms of the merger agreement, shareholders of Signature will receive a fixed exchange ratio of 2.63 shares of Esquire common stock for each share of Signature common stock. The per share value equates to $260.48 for Signature shareholders based on the closing price of Esquire common stock on March 11, 2026, or approximately $348.4 million in aggregate transaction value.
The exchange ratio is subject to an adjustment based on the disposition value of certain Signature Bank loans with a total par value of approximately $70M (“Schedule A Loans”). The adjusted Exchange Ratio at closing will be no higher than 2.80 and no lower than 2.50. Signature has initiated a sale process and is expected to dispose of Schedule A Loans prior to closing.
The definitive merger agreement has been approved by the board of directors of each company. The transaction remains subject to regulatory approval, approval of Esquire and Signature shareholders, and other customary closing conditions. Pending these approvals, the transaction is anticipated to close in the third quarter of 2026.
Piper Sandler & Co. is serving as financial advisor and Luse Gorman, PC is serving as legal advisor to Esquire. Raymond James & Associates, Inc. is serving as financial advisor to Signature and Vedder Price P.C. is serving as legal advisor to Signature.
Investor Conference Call
Esquire will host an investor call on Thursday, March 12, 2026, at 10:00 a.m. Eastern Daylight Time to discuss the transaction. The live audio webcast link and corresponding presentation slides will be available on Esquire’s Investor Relations web page at investorrelations.esquirebank.com. A replay of the conference call will be available on the website listed above.
Conference Call Details
USA / International Toll +1 (646) 307-1963
USA - Toll-Free (800) 715-9871
Canada - Toronto (647) 932-3411
Canada - Toll-Free (800) 715-9871
Conference ID: 5386343
Webcast Details
https://events.q4inc.com/attendee/729155734
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
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 regulatory, 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 (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company); 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, 2024, 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 September 30, 2025, and other reports Esquire files with the SEC
Additional Information about the Proposed Transaction
In connection with the proposed transaction, Esquire will file a registration statement on Form S-4 with the SEC. The registration statement will include a joint proxy statement of Esquire and Signature, which also constitutes a prospectus of Esquire, that will be sent to stockholders of Esquire and shareholders of Signature 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, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT ESQUIRE, SIGNATURE AND THE PROPOSED TRANSACTION. Investors and security holders will be able to 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 the 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, 2025, 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, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.
Exhibit 99.4
Esquire Financial Holdings, Inc. Strategic Acquisition of Signature Bancorporation, Inc. Expansion into the Chicago Banking Market March 12, 2026
Forward Looking Disclosure This communication includes “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1 995, 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 the beliefs, goals, intentions, and expec tat ions of Esquire Financial Holdings, Inc. (“Esquire”) and Signature Bancorporation, Inc. (“Signature”) regarding the proposed transaction, revenues, earnings, earnings per share, loan pr oduction, 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; th e e xpected 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,” “es timate,” “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 st atements 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 event s, or otherwise. Furthermore, because forward - looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, f rom 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 cu rre nt 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 ex ercised 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 eve nt, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Esquire and Signature; the outcome of any legal proceedi ngs that may be instituted against Esquire or Signature; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or oth er 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 (and the risk t hat required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company); the ability of Esquire and Signature to meet expectations regar din g 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 Sig nat ure do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transacti ons ; 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 on goi ng 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 timefram es 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 fol low ing 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 com pletion 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 t hei r 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 fa ctors 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 Decembe r 31, 2024, 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 fo r the quarter ended September 30, 2025, and other reports Esquire files with the SEC. 2
Disclaimer Additional Information and Where to Find It In connection with the proposed transaction, Esquire will file a registration statement on Form S - 4 with the SEC. The registrati on statement will include a joint proxy statement of Esquire and Signature, which also constitutes a prospectus of Esquire, that will be sent to stockholders of Esquire and shareholders of S ign ature 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 s olicitation 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 qualifica tio n under the securities laws of any such jurisdiction. INVESTORS AND SECURITY HOLDERS OF ESQUIRE AND SIGNATURE AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION ST ATEMENT ON FORM S - 4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S - 4 AND ANY OTHER RELEVA NT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEM ENT S TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ESQUIRE, SIGNATURE AND THE PROPOSED TRANSACTION. Investors a nd security holders will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as oth er 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 SE C b y 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 sol icitation 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 s tat ement, which was filed with the SEC on April 30, 2025, and certain other documents filed by Esquire with the SEC. Other information regarding the participants in the solicitation of proxies in re spect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus a nd other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph. Pro Forma Forward - Looking Data Neither Esquire’s nor Signature’s independent registered public accounting firms have studied, reviewed or performed any proc ed ures with respect to the pro forma forward - looking financial data for the purpose of inclusion in this presentation, and, accordingly, neither have expressed an opinion or provided any f orm of assurance with respect thereto for the purpose of this presentation. These pro forma forward - looking financial data are for illustrative purposes only and should not be relied on as n ecessarily being indicative of future results. The assumptions and estimates underlying the pro forma forward - looking financial data are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial informat ion , including those in the "Forward - Looking Disclosure" disclaimer on slide 2 of this presentation. Pro forma forward - looking financial data is inherently uncertain due to a number of factors out side of Esquire’s and Signature’s control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of the combined company after the proposed tra nsaction or that actual results will not differ materially from those presented in the pro forma forward - looking financial data. Inclusion of pro forma forward - looking financial data in this p resentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. 3
Transaction Highlights 4 1) Pro forma metrics based on 2.630 exchange ratio Strategically Compelling Corporate Fit Lower - Risk Merger Financially Attractive Provides Esquire with a premier Chicago commercial banking franchise to further leverage and enhance Esquire’s industry leading growth in its national litigation vertical in the country’s third largest MSA Enhanced scale, resources and balance sheet diversification allows for continued and accelerated growth in the Midwest and nationwide Reduces Esquire’s litigation vertical loan and funding concentrations from 70%+ to below 50%, increasing growth potential while deploying excess capital with mid to high - teens IRR Market expansion with limited disruption to depositors, borrowers and relationship managers The Chicago market will be branded as Signature, a division of Esquire Bank Minimal cost savings focused on technology and back - office redundancies Esquire Vice Chairman, CEO, and President (Andrew C. Sagliocca) and team have extensive M&A experience overseeing ~$10B in deal value across 14 previous M&A transactions Combines two experienced and focused management teams Doubles Esquire’s asset size with a commercial focused franchise in an enviable market while maintaining industry leading performance metrics and returns ~23% 2027 EPS accretion¹ ~11% TBV accretion at closing¹ Esquire maintains strong capital ratios with no associated capital raise¹ Shared relationship - based operating philosophies, supported by cultures with compatible core values Signature’s top three executives entered into new employment agreements with Esquire and will oversee commercial business development and operations in the Chicago market Esquire and Signature both have strong commercial relationship banking models with low - cost core commercial deposit franchises
Overview of Signature Bancorporation, Inc. 5 The Signature Story Geographic Footprint Note: Signature financial information reflects bank level financial data for the calendar year ended December 31, 2025 Source: S&P Capital IQ Pro Founding Vision: Established in 2006 by Michael O'Rourke, Kevin Bastuga, and Bryan Duncan as a relationship - focused commercial bank for Chicago - area businesses. Target Market: Specializes in serving privately held, middle - market companies with a high - touch commercial banking model. Strategic Growth: Successfully grew from de novo to $2.0B in assets while maintaining a boutique service model where every client retains direct access to senior decision - makers. Best - in - Class: Consistently recognized as one of the nation’s highest - performing community banks Key Financial Highlights Since 2015, Signature has grown its total assets by a compounded annual growth rate of 13% Low loan / deposit ratio offers dry powder for strong organic growth C&I lender with a modest CRE concentration and clean asset quality. NCOs / Avg. Loans have not exceeded 0.18% in any year since 2016 Highly granular and stable deposit base with noninterest bearing deposits of 35% and MRQ cost of deposits of 1.42% Signature consistently generates best - in - class profitability, and has achieved record net income for ten consecutive fiscal years $ 2.0 B Total Assets $1 .3 B Loans HFI 73.9% Loan / Deposit 161 % CRE Concentration 4.13% NIM 12.2 % Leverage Ratio 1.85 % ROAA 19.7 % ROATCE 41.3 % Efficiency Ratio
Transaction Summary 6 1) See page 7 for summary of exchange ratio adjustment 2) Based on 2.630 exchange ratio and closing price of Esquire’s common stock of $99.04 as of March 11, 2026 3) Merger consideration received in the form of common shares will be limited ratably over three years Structure & Consideration 100% common stock Fixed exchange ratio: Signature shareholders will receive 2.630 Esquire shares for each Signature share with potential adjustments that range up to 2.800 and not lower than 2.500 of Esquire shares based on the net sale proceeds or value of “Schedule A Loans” prior to closing¹ Pro forma ownership: 72% Esquire / 28% Signature at 2.630 exchange ratio Implied Transaction Value & Multiples² Board of Directors, Management & Branding Expected Closing Transaction Price per Signature share: $260.48 Aggregate transaction value: $348.4M Price / Tangible Book Value per Share: 1.53x Price / LTM GAAP EPS: 9.0x Pay - to - Trade Ratio: 52% Two Signature directors will join the Esquire board of directors Leonard S. Caronia: Current Signature Chairman of the Board Michael G. O’Rourke: Current Signature Founder, Board Member, Chief Executive Officer & President Michael G. O’Rourke (CEO & President), Bryan D. Duncan (EVP) & Kevin P. Bastuga (EVP) will all remain with the combined company and have entered into new employment agreements with Esquire and stock lock - up agreements³ Signature branding will change to Signature, a division of Esquire Bank Subject to receipt of approvals from Esquire and Signature shareholders and regulatory approval Expected closing in the third quarter of 2026
Compelling and Strong Financial Results at All Exchange Ratios Pro Forma Results at Different Exchange Ratios 7 1) Transaction pricing based on closing price of Esquire’s common stock of $99.04 as of March 11, 2026 Note: Assumes closing date of September 30, 2026 The exchange ratio is subject to an adjustment based on the disposition value of certain Signature loans with a total par value of approximately $70 million (“Schedule A Loans”.) The adjusted exchange ratio will be no higher than 2.800 and no lower than 2.500 Exchange Ratio 2.500x 2.630x 2.800x Implied Transaction Pricing & Multiples¹ Transaction Price per Share $247.60 $260.48 $277.31 Price / Tangible Book Value per Share 1.45x 1.53x 1.63x Price / LTM EPS 8.6x 9.0x 9.6x Pay-to-Trade Ratio 50% 52% 56% Schedule A Loans Assumption Schedule A Loans Recovery Rate 0% - 10% 50% 100% Schedule A Loans $M Loss ($70) - ($63) ($35) $0 Signature Pro Forma Ownership 27% 28% 29% Pro Forma Financial Impact Esquire TBV Accretion at Close +8% +11% +15% Esquire 2027E EPS Accretion +25% +23% +20% Pro Forma Capital Impact at Close Pro Forma TCE / TA 10% 11% 11% Pro Forma Leverage Ratio 11% 11% 12% Pro Forma Tier 1 Ratio 13% 14% 14% Pro Forma Total Risk-Based Ratio 14% 14% 15%
Why Signature Fits Esquire’s Acquisition Criteria for Deployment of Excess Capital 8 Criteria for Potential Target Signature’s Value Proposition $2.0B asset institution specializing in middle - market C&I lending Commercially - focused institution with commensurate and executable asset size Headquartered in the Chicago metro area, an affluent and growing market where Esquire has minimal penetration into the fourth largest law firm market in the country Strategically located in a highly desirable metro market for law firms to leverage and significantly expand Esquire’s litigation vertical Esquire’s litigation concentration reduced from approximately 70%+ and growing to under 50% Diversifies Esquire’s lending and funding sources to facilitate accelerated growth and expansion locally and nationally Signature’s relationship - focused business model and disciplined credit culture are highly compatible with Esquire Strong credit culture with associated relationship banking generating commercial lending and core deposits opportunities Signature boasts a 42% efficiency ratio and operates three branches supported by the effective use of its commercial cash management platform A streamlined, branch - lite operator built on a tech - forward approach Signature has a ROAA of 1.85%, ROAE of 19.7%, and Net Interest Margin of 4.13% Highly profitable institution with strong ROAA, ROAE, and Net Interest Margin Note: Signature financial information reflects bank level financial data for the calendar year ended December 31, 2025 Source: S&P Capital IQ Pro 1 2 3 4 5 6
Expansion into Chicago’s Attractive Market Demographics 9 Affluent market with a strong growth outlook Chicago Market Overview Median Household Income &KLFDJR ï 1DWLRQZLGH Household Inc. Growth (2026 - 2031) 1) Reflects metrics of the Chicago - Naperville - Elgin, IL - IN MSA Source: S&P Capital IQ Pro, World Business Chicago 9.4M Total Population $886B Gross GDP $601B Total Market Deposits #1 U.S. Metro for Corporate Relocation and Expansion &KLFDJR ï 1DWLRQZLGH Chicago is the 3 rd most populous metro area in the U.S. Features one of the nation’s most diversified economies , anchored by major strengths in manufacturing, finance, transportation, and technology Business - friendly environment with elite talent and central access to global markets In - market banking consolidation has created significant opportunity for relationship - focused banks serving Chicago’s middle - market businesses
Commercial Litigation Vertical: The Chicago Opportunity 10 The Chicago Opportunity Market Share in Largest Litigation Markets New York #1 #2 #1 Los Angeles #2 #1 #3 Chicago #3 #4 #11 Houston #4 #3 #6 Phoenix #5 #13 #5 San Antonio #6 #14 #15 Philadelphia #7 #10 #2 San Diego #8 #6 #4 Dallas #9 #5 #8 Fort Worth #10 #22 #17 City Population Rank Total Law Firms Rank ESQ Penetration Rank Premier Market Scale: 4 th largest law firm market nationally and 3 rd largest for contingency fee law firms Validated Product - Market Fit : Existing cleint relationships confirm market receptivity to Esquire Geographic Density Advantage: ~1k+ downtown - clustered firms enable total market coverage through Signature network Comparable Market Share and Potential Upside Leveraging scale and product - market fit to capture significant growth potential &KLFDJR +RXVWRQ 1HZRUN Conservative Case: 2.2x relationship growth in 12 - 18 months Aspirational Case: 7.7x relationship growth in longer term Note: Population ranking per World Population Review
Commercial Litigation Vertical: Proven Model, Massive Runway 11 Esquire’s expertise drives lasting relationship growth on a robust 800+bps spread Sustained Platform Growth… Loan Growth Deposit Growth ,2/7$ 12: ''$ 00,$ 6DYLQJV ...Through Exceptional Client Relationships Litigation customers that have banked with Esquire for four years or more have compound annual growth rates (“CAGR”) on their loan and deposit balances of 15% and 30%+, respectively Full law firm banking relationships quickly grow as customers benefit from Esquire’s extensive experience , suite of resources, and deployment of credit facilities , allowing the law firms to invest in & grow their business Market expansion introduces a new cohort of prospective clients into this proven relationship - growth engine in a now underserved Chicago market Note: Financial data as of December 31 Dollars in millions
Expands Esquire’s Dynamic and Diverse Operating Markets 12 Fin - Tech Enabled National Verticals Bolstered by Presence in Top Three U.S. Metros 1) Pro forma metrics based on 2.630 exchange ratio Source: S&P Capital IQ Pro Pro Forma Footprint Creating a Premier and Differentiated Pro Forma Franchise¹ $ 4 .8B Total Assets ~18% 2027E ROATCE $3.3B Total Loans $4.1B Total Deposits ~2.0% 2027E ROAA ~46% 2027E Efficiency Pro Forma Geographic Mix Pro Forma Total 7 Banking Offices 250+ dedicated professionals Mid West IL Rosemont, IL Admin. Office Chicago, IL Branches (2) East Coast Jericho, NY Branch and Headquarters Boca Raton, FL Admin. Office FL NY West Coast CA Los Angeles, CA Branch Jericho, NY - HQ Boca Raton, FL Los Angeles, CA Chicago, IL
Compelling Loan and Deposit Diversification 13 Loan Composition Deposit Composition Pro Forma ¹ 0XOWLIDPLO\ &5( & , 2WKHU 7UDQVDFWLRQ 6DYLQJV 00,$ 7LPH 1) Pro forma loan and deposit information excludes purchase accounting and other adjustment s Note: Financial information as of December 31, 2025, Totals may not sum due to rounding &5( & ' & , 2WKHU 7UDQVDFWLRQ 6DYLQJV 00,$ 7LPH 0XOWLIDPLO\ &5( & , 2WKHU $ 1 .8B Total 7UDQVDFWLRQ 6DYLQJV 00,$ 7LPH 4Q’25 Yield on Loans: 7.95% $ 1 .3B Total $ 3 .0B Total 4Q’25 Yield on Loans: 6.84% 4Q’25 Yield on Loans: 7.48% $2.1B Total $1.7B Total $ 3 .8B Total 4Q’25 Cost of Deposits: 1.00% 4Q’25 Cost of Deposits: 1.42% 4Q’25 Cost of Deposits: 1.19% Noninterest Bearing: 27.9% Noninterest Bearing: 34.6% Noninterest Bearing: 30.9% Litigation Loans: $1.2B / 67.2% Litigation Loans: $ 31M / 2.4% Litigation Loans: $ 1.2 B / 39.9% Litigation Deposits: $1.6B / 76.8% Litigation Deposits: $274M / 15.9% Litigation Deposits: $ 1.9 B / 49.0%
Financially & Strategically Compelling 14 Note: Pro forma metrics based on 2.630 exchange ratio Assumes closing date of September 30, 2026 Attractive Financial Impact Expansion into attractive Chicago market while diversifying Esquire’s balance sheet to allow for continued nationwide litigation vertical growth Adds significant scale with pro forma total assets of $4.8B with attractive financial metrics Funding profile remains strong with low - cost core deposits Double digit EPS and TBV accretion EPS TBV 2027E Profitability Strength - on - strength combination elevates industry - leading profitability Pro Forma Capital Ratios at Closing Remains well capitalized with ample capital and liquidity ~11% TBV Accretion at Closing ~23% 2027 EPS Accretion ~2.0% ROAA ~18% ROATCE ~46% Efficiency >5.25% NIM ~11% TCE/TA ~11% Leverage ~14% Tier 1 Ratio ~14% TRBC Ratio Rapid Internal Capital Generation 2027 Estimated Capital Ratios ~12% TCE/TA ~13% Leverage ~15% Tier 1 Ratio ~16% TRBC Ratio
Due Diligence Focus Areas Comprehensive Due Diligence Review 15 Due Diligence Highlights Comprehensive Credit Review Process Review across all functional areas with daily involvement of all members of senior management Ensured cultural alignment in management teams’ operating philosophies Full engagement of external consultants and advisors throughout due diligence process All Esquire line of business and support service areas conducted due diligence on their counterparts Esquire and its third - party credit advisor conducted a bottoms - up credit file review of a significant portion of Signature’s loans Esquire conducted tops - down interest rate stress testing on key Signature loan portfolios to identify any incremental loans warranting further review Additional focus placed on evaluating Signature’s underwriting and credit culture to ensure compatibility Credit Review by the Numbers Business Overview & Strategy Credit & Lending Commercial Banking Compliance & Risk Merchant Services & Wealth Management Finance & Accounting Tax Technology & Operations Legal Operations Treasury & Investments Human Resources 75% of Total Loan Balances Reviewed 80% of Commercial Balances Reviewed 300+ Individual Loans Reviewed ~$950M Total Loan Balances Reviewed 81% of Non - OO CRE Balances Reviewed 87% of Loans $1M+ Reviewed
Appendix & Supplemental Disclosure
Key Pro Forma Financial Assumptions 17 Standalone Earnings Consensus earnings estimates for Esquire Esquire management estimates for Signature Synergies / Merger Costs Interest Rate Marks (pre - tax) Other Assumptions : Estimated $1.1M (~50% of ~$2.1M of 2027 full run - rate) cost savings in 2027 , or 5% of Signature’s noninterest expense Revenue synergies associated with industry leading growth of Esquire’s nationwide litigation vertical have been identified but NOT included in announced financial metrics and returns $35.5M pre - tax one - time merger costs, 100% realized at or prior to closing for illustrative purposes : $8.4M write - down on gross loans, or 0.6% of projected gross loans at closing (accreted over remaining life of loans) $56.8M write - down of available - for - sale securities (no impact to tangible common equity at close, accreted over remaining life of securities) : Assumed fixed exchange ratio: Signature shareholders will receive 2.630 Esquire shares for each Signature share Core deposit intangible: 2.7% of Signature’s $1.3B core deposits (amortized over 10 years using sum - of - years digits) Pro forma tax rate of 28.5% Loan Credit Mark : $49.5M pre - tax write - down, or 3.7% of Signature’s projected gross loans at closing ($35.2M related to Sch. A Loans) 100% allocated to purchase credit deteriorated (PCD) loans, recorded into ACL Assumes early adoption of FASB’s amendments to ASU 2016 - 13, eliminating non - PCD credit mark and related “double count” Pre - tax credit mark may vary from $14.4M (Schedule A loans resolved/disposed of at book value) to $77.6M (Schedule A loans recorded at 10% of book value) depending on the balance of Schedule A Loans assumed by Esquire at closing. The exchange ratio will adjust proportionately
Pro Forma Adjustment Summary 18 Note: Pro forma metrics based on 2.630 exchange ratio 2027E Earnings per Share Reconciliation Dollar values in millions, except per share amounts 2027E Earnings per Share Reconciliation Esquire Net Income (Median Consensus Estimate) $61.3 Signature Net Income (Esquire Management Estimate) 40.2 After-Tax Transaction Adjustments Cost Savings (50% Realization) $0.8 Accretion from Interest Rate Marks 9.3 New Intangible Amortization (4.6) Other Adjustments (1.7) Esquire 2027E Pro Forma Net Income $105.2 Esquire 2027E Pro Forma EPS $8.53 Esquire Standalone EPS $6.95 2027E EPS Accretion to Esquire ($) +$1.58 2027E EPS Accretion to Esquire (%) +23%
Pro Forma Adjustment Summary (continued) Note: Pro forma metrics based on 2.630 exchange ratio Merger consideration based on closing price of Esquire’s common stock of $99.04 as of March 11, 2026 Assumes closing date of September 30, 2026 19 Pro Forma Tangible Book Value Reconciliation Basic Shares TBV Build to Close $ millions (millions) $ per Share Esquire TBV as of 12/31/2025 $289.6 8.6 $33.86 (+) Earnings Prior to Close 41.1 0.1 (-) Dividends Prior to Close (5.2) Esquire Standalone TBV at Close $325.5 8.6 $37.69 Pro Forma Merger Adjustments Esquire Standalone TBV at Close $325.5 8.6 $37.69 (+) Merger Consideration 348.4 3.4 (-) Goodwill Created (106.1) (-) Core Deposit Intangible Created (36.3) (-) After-Tax Restructuring Expenses (27.9) Esquire Pro Forma TBV at Close $503.6 12.0 $41.86 $ - TBV Impact to Esquire $4.17 % - TBV Impact to Esquire +11% Goodwill & Intangibles Reconciliation $ Millions Merger Consideration $348.4 Standalone Signature TBV at Close $247.6 (-) Net Impact of Fair Value Adjustments (43.7) (+) DTA on Fair Value Adjustments 12.4 Signature Adjusted TBV at Close $216.3 Excess of Adjusted TBV $132.1 (-) Core Deposit Intangible Created (36.3) (+) DTL on Core Deposit Intangible Created 10.4 Goodwill Created $106.1
Contribution Analysis 20 70% 72% 73% 60% 57% 57% 50% 55% 54% 58% 30% 28% 27% 40% 43% 43% 50% 45% 46% 42% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% PF Ownership at 2.800x Exch. Ratio PF Ownership at 2.630x Exch. Ratio PF Ownership at 2.500x Exch. Ratio 2027E Net Income¹ Tangible Common Equity Total Equity Non-Interest Bearing Deposits Total Deposits Total Assets Net Loans 1) Esquire 2027E net income based on median consensus. Signature 2027E net income based on Esquire management estimates Note: Financials as of December 31, 2025 Excludes purchase accounting adjustments Source: S&P Capital IQ Pro
Signature Top Executives & Chairman of the Board Bryan D. Duncan Co - Founder, Executive Vice President and Director Bryan D . Duncan is a Co - Founder of Signature and serves as Executive Vice President . He has over 25 years of banking experience, specializing in commercial lending to middle market businesses . He has previously served at various financial institutions, including Associated Bank, LaSalle Bank, and Comerica Bank . Mr . Duncan's proficiency in credit analysis, credit structure, funds management and balance sheet management is vital to Signature Bank’s day - to - day operations . He serves as Treasurer for Dairymen’s Country Club and is a board member of Westmoreland Country Club . Mr . Duncan holds a Bachelor's degree in finance from the University of Northern Iowa and a Master’s of Business Administration from DePaul University . Michael “Mick” G. O’Rourke Co - Founder, President, Chief Executive Officer and Director Michael “Mick” G . O'Rourke has served as President and CEO of Signature since 2006 . Mr . O’Rourke 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 . Kevin P. Bastuga Co - Founder, Executive Vice President and Director Kevin P . Bastuga is a Co - Founder of Signature and serves as Executive Vice President . He has over 25 years of banking experience with significant lending, risk, and new business development experience . He previously served as a Vice President at Associated Bank from 2001 until 2005 . Mr . Bastuga is a board member of Instituto del Progreso Latino and Young Presidents Organization Gold Chicago, and a past board member of the Risk Management Association and Illinois Hispanic Chamber of Commerce . He holds a Bachelor’s degree from the University of Illinois and a Master’s of Business Administration from DePaul University . Leonard “Len” S. Caronia Chairman of the Board Leonard “Len” S . Caronia is the Chairman of the Board of Signature . He previously served as Global Head of Financial Institutions and Co - Chairman of the Financial Institutions Group at Macquarie Capital, which he joined in 2009 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 . 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 . 21
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