Esquire Financial Holdings, Inc. (ESQ) details Signature merger share and option conversion

Q: What insider activity did Esquire Financial (ESQ) report for Leonard Caronia?

Leonard Caronia reported acquisitions of common stock and stock options on August 1, 2026. These positions reflect the automatic conversion of Signature Bancorporation equity into Esquire Financial securities under a previously signed merger agreement.

Q: How many Esquire Financial (ESQ) common shares are indirectly held after the merger?

The filing shows 98864.0000 shares of common stock indirectly owned and reported as held "By corporation." These shares result from converting Signature Bancorporation stock into Esquire Financial stock using a 2.671-for-1 exchange ratio under the merger terms.

Q: What happened to Leonard Caronia’s Signature stock options in the Esquire Financial (ESQ) merger?

Each Signature option converted into a stock option on Esquire shares , with the number of underlying shares multiplied by 2.671 and rounded down. The exercise price per share was divided by 2.671 and rounded up to the nearest cent, preserving overall economic value.

Q: Are Leonard Caronia’s new Esquire Financial (ESQ) stock options vested?

Most converted stock options are fully vested , as noted in the filing. One option series for 950.0000 shares with a $111.1400 exercise price vests in five equal annual installments, starting on May 26, 2027, rather than being fully vested immediately.

Q: Did Esquire Financial (ESQ) note any cash consideration for fractional merger shares?

Yes. Holders of Signature common stock will receive cash in lieu of fractional shares of Esquire Financial common stock. This means any fraction of a share created by the 2.671-for-1 exchange ratio will be settled in cash instead of issuing partial shares.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Esquire Financial Holdings, Inc. director Leonard Caronia reported merger-related equity acquisitions on August 1, 2026. In connection with the March 11, 2026 merger with Signature Bancorporation, 98864.0000 shares of common stock are indirectly held "By corporation," reflecting the 2.671-for-1 share conversion.

Multiple Signature stock options converted into options on Esquire common stock at adjusted exercise prices (for example, 2232.0000 shares at $19.5700 per share). Most converted options are fully vested, while the 950.0000-share series with a $111.1400 exercise price vests in five equal annual installments beginning May 26, 2027.

Insider Trade Summary

Net Buyer: 98,864 shares

Net Buy 12 txns

Insider CARONIA LEONARD

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Options ^{F2, F3}	2,232	--	--
Grant/Award	Stock Options ^{F2, F3}	1,736	--	--
Grant/Award	Stock Options ^{F2, F3}	1,535	--	--
Grant/Award	Stock Options ^{F2, F3}	1,001	--	--
Grant/Award	Stock Options ^{F2, F3}	801	--	--
Grant/Award	Stock Options ^{F2, F3}	801	--	--
Grant/Award	Stock Options ^{F2, F3}	934	--	--
Grant/Award	Stock Options ^{F2, F3}	942	--	--
Grant/Award	Stock Options ^{F2, F3}	950	--	--
Grant/Award	Stock Options ^{F2, F3}	950	--	--
Grant/Award	Stock Options ^{F2, F4}	950	--	--
Grant/Award	Common Stock ^F1	98,864	--	--

Holdings After Transaction: Stock Options — 12,832 shares (Direct); Common Stock — 98,864 shares (Indirect, By corporation)

Footnotes (4)

F1. Pursuant to the Agreement and Plan of Merger dated March 11, 2026 between the Issuer, Signature Bancorporation, Inc. ("Signature") and Esquire Merger Sub, Inc., each issued and outstanding share of Signature common stock was converted into the right to receive 2.671 shares of common stock of Issuer. Holders of Signature Common Stock will receive cash in lieu of fractional shares of Issuer common stock in accordance with the terms of the Agreement and Plan of Merger.
F2. This option converted into a stock option exercisable for a number of shares of Issuer common stock equal to the number of shares of Signature common stock underlying the option multiplied by 2.671, rounded down to the nearest whole share, with an exercise price per share of Issuer common stock equal to the exercise price applicable to the underlying option divided by 2.671, rounded up to the nearest cent.
F3. Stock options are fully vested.
F4. Stock options vest in five equal annual installments commencing on May 26, 2027.

Key Figures

Indirect common shares held: 98864.0000 shares Merger exchange ratio: 2.671 shares Option shares (series example): 2232.0000 shares +4 more

7 metrics

Indirect common shares held 98864.0000 shares Common stock indirectly owned "By corporation" after August 1, 2026 merger-related acquisition

Merger exchange ratio 2.671 shares Esquire common stock per share of Signature common stock under March 11, 2026 merger agreement

Option shares (series example) 2232.0000 shares Stock option exercisable for Esquire common stock at a $19.5700 exercise price per share

Exercise price (series example) 19.5700 per share Conversion/exercise price for one option series after adjustment by the 2.671 exchange ratio

Option shares with staged vesting 950.0000 shares Option series with a $111.1400 exercise price vesting in five equal annual installments

Staged vesting commencement May 26, 2027 First vesting date for 950.0000-share stock option series under footnote F4

Latest option expiration 2036-05-26 Expiration date for stock option series with 950.0000 shares at a $111.1400 exercise price

Key Terms

Agreement and Plan of Merger, exercise price per share, fully vested, indirectly owned "By corporation"

4 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger dated March 11, 2026 between the Issuer"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

fully vested financial

"Stock options are fully vested."

indirectly owned "By corporation" financial

"Common Stock transaction is reported as indirectly owned with nature "By corporation""

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/03/2026 - 02:51 PM Accepted by SEC EDGAR 08/03/2026 - 02:50 PM

FAQ

What insider activity did Esquire Financial (ESQ) report for Leonard Caronia?

Leonard Caronia reported acquisitions of common stock and stock options on August 1, 2026. These positions reflect the automatic conversion of Signature Bancorporation equity into Esquire Financial securities under a previously signed merger agreement.

How many Esquire Financial (ESQ) common shares are indirectly held after the merger?

The filing shows 98864.0000 shares of common stock indirectly owned and reported as held "By corporation." These shares result from converting Signature Bancorporation stock into Esquire Financial stock using a 2.671-for-1 exchange ratio under the merger terms.

How were Signature Bancorporation shares converted into Esquire Financial (ESQ) shares?

Each issued and outstanding Signature common share was converted into the right to receive 2.671 shares of Esquire Financial common stock. Holders receive cash instead of any fractional Esquire shares, as specified in the Agreement and Plan of Merger dated March 11, 2026.

What happened to Leonard Caronia’s Signature stock options in the Esquire Financial (ESQ) merger?

Each Signature option converted into a stock option on Esquire shares, with the number of underlying shares multiplied by 2.671 and rounded down. The exercise price per share was divided by 2.671 and rounded up to the nearest cent, preserving overall economic value.

Are Leonard Caronia’s new Esquire Financial (ESQ) stock options vested?

Most converted stock options are fully vested, as noted in the filing. One option series for 950.0000 shares with a $111.1400 exercise price vests in five equal annual installments, starting on May 26, 2027, rather than being fully vested immediately.

Did Esquire Financial (ESQ) note any cash consideration for fractional merger shares?

Yes. Holders of Signature common stock will receive cash in lieu of fractional shares of Esquire Financial common stock. This means any fraction of a share created by the 2.671-for-1 exchange ratio will be settled in cash instead of issuing partial shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CARONIA LEONARD

(Last)

(First)

(Middle)

100 JERICHO QUADRANGLE

SUITE 100

(Street)

JERICHO

NEW YORK

11753

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Esquire Financial Holdings, Inc. [ ESQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/01/2026		A		98,864⁽¹⁾	A	⁽¹⁾	98,864⁽¹⁾	I	By corporation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$19.57⁽²⁾	08/01/2026		A		2,232⁽²⁾⁽³⁾		10/01/2017	10/01/2026	Common Stock	2,232⁽²⁾⁽³⁾	⁽²⁾	2,232⁽²⁾⁽³⁾	D
Stock Options	$22.41⁽²⁾	08/01/2026		A		1,736⁽²⁾⁽³⁾		08/01/2018	08/01/2027	Common Stock	1,736⁽²⁾⁽³⁾	⁽²⁾	1,736⁽²⁾⁽³⁾	D
Stock Options	$29.66⁽²⁾	08/01/2026		A		1,535⁽²⁾⁽³⁾		07/01/2019	07/01/2028	Common Stock	1,535⁽²⁾⁽³⁾	⁽²⁾	1,535⁽²⁾⁽³⁾	D
Stock Options	$36.73⁽²⁾	08/01/2026		A		1,001⁽²⁾⁽³⁾		10/01/2020	10/01/2029	Common Stock	1,001⁽²⁾⁽³⁾	⁽²⁾	1,001⁽²⁾⁽³⁾	D
Stock Options	$35.39⁽²⁾	08/01/2026		A		801⁽²⁾⁽³⁾		10/01/2021	10/01/2030	Common Stock	801⁽²⁾⁽³⁾	⁽²⁾	801⁽²⁾⁽³⁾	D
Stock Options	$42.97⁽²⁾	08/01/2026		A		801⁽²⁾⁽³⁾		07/01/2022	07/01/2031	Common Stock	801⁽²⁾⁽³⁾	⁽²⁾	801⁽²⁾⁽³⁾	D
Stock Options	$52.23⁽²⁾	08/01/2026		A		934⁽²⁾⁽³⁾		07/01/2023	07/01/2032	Common Stock	934⁽²⁾⁽³⁾	⁽²⁾	934⁽²⁾⁽³⁾	D
Stock Options	$62.34⁽²⁾	08/01/2026		A		942⁽²⁾⁽³⁾		07/01/2024	07/01/2033	Common Stock	942⁽²⁾⁽³⁾	⁽²⁾	942⁽²⁾⁽³⁾	D
Stock Options	$70.77⁽²⁾	08/01/2026		A		950⁽²⁾⁽³⁾		07/01/2025	07/01/2034	Common Stock	950⁽²⁾⁽³⁾	⁽²⁾	950⁽²⁾⁽³⁾	D
Stock Options	$80.87⁽²⁾	08/01/2026		A		950⁽²⁾⁽³⁾		07/01/2026	07/01/2035	Common Stock	950⁽²⁾⁽³⁾	⁽²⁾	950⁽²⁾⁽³⁾	D
Stock Options	$111.14⁽²⁾	08/01/2026		A		950⁽²⁾⁽⁴⁾		05/26/2027	05/26/2036	Common Stock	950⁽²⁾⁽⁴⁾	⁽²⁾	950⁽²⁾⁽⁴⁾	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated March 11, 2026 between the Issuer, Signature Bancorporation, Inc. ("Signature") and Esquire Merger Sub, Inc., each issued and outstanding share of Signature common stock was converted into the right to receive 2.671 shares of common stock of Issuer. Holders of Signature Common Stock will receive cash in lieu of fractional shares of Issuer common stock in accordance with the terms of the Agreement and Plan of Merger.

2. This option converted into a stock option exercisable for a number of shares of Issuer common stock equal to the number of shares of Signature common stock underlying the option multiplied by 2.671, rounded down to the nearest whole share, with an exercise price per share of Issuer common stock equal to the exercise price applicable to the underlying option divided by 2.671, rounded up to the nearest cent.

3. Stock options are fully vested.

4. Stock options vest in five equal annual installments commencing on May 26, 2027.

	/s/ Gary A. Lax, pursuant to power of attorney	08/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR