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Esquire Financial Holdings, Inc. and Signature Bancorporation, Inc. have agreed to merge under an Agreement and Plan of Merger dated March 11, 2026. Signature shareholders will receive 2.630 shares of Esquire common stock per Signature share, subject to an adjustment mechanism tied to proceeds from the sale of four loans (the "Schedule A Loans") with a contractual exchange ratio range of 2.500 to 2.800.
As disclosed, two Schedule A Loans (aggregate principal $30.3M) were sold for aggregate proceeds of $12.6M (a 42% recovery). Esquire expects to issue approximately 3.76 million shares to Signature shareholders at the maximum obtainable ratio of 2.715, which would result in former Signature holders owning about 30% of Esquire post-merger. Special meetings for shareholder approvals are scheduled for June 23, 2026.
Esquire Financial Holdings, Inc. executive Martin S. Korn, EVP and CTO, reported his initial ownership of company equity. He holds 20,382 shares of common stock indirectly through a trust and 18,417 shares directly, including restricted stock that vests in equal annual installments beginning on various December dates from 2024 through 2028. He also holds several stock option awards on common stock, fully or time-vested, covering tranches of 2,000–6,500 underlying shares each, with exercise prices from $19.25 to $106.23 per share and expiration dates between 2028 and 2035.
Esquire Financial Holdings, Inc. declared a regular quarterly cash dividend of $0.20 per share on its common stock. The dividend will be paid on June 1, 2026 to stockholders who are on the company’s books as of the record date of May 15, 2026. This continues the company’s practice of returning cash to common stockholders through regular dividends.
Esquire Financial Holdings, Inc. is asking stockholders to vote at its May 28, 2026 annual meeting on three items: electing four directors, ratifying Crowe LLP as auditor for 2026, and approving an advisory Say‑on‑Pay vote on executive compensation.
Holders of 8,637,034 common shares outstanding as of March 26, 2026 are entitled to one vote per share. Directors are elected by plurality; the auditor ratification and Say‑on‑Pay require a majority of votes cast. In 2025, directors and executive officers as a group owned 1,207,556 shares, or 13.9% of outstanding stock, while Mawer Investment Management and BlackRock held 9.0% and 6.1%, respectively.
The proxy details board structure, with an independent chairman and separate CEO role, fully independent key committees, and an Audit Committee financial expert. It explains compensation governance, including use of an independent consultant and stock ownership guidelines. Named executive officer pay for 2025 combined base salary, an annual incentive plan and long‑term equity, with CEO base salary of $825,000 and total reported compensation of $3.77 million. The 2025 annual incentive plan paid out at 134% of target based on metrics such as ROAA, diluted EPS, asset quality and strategic goals. A pay‑versus‑performance table shows net income of $50.8 million and diluted EPS of $5.87 for 2025, and the disclosed CEO pay ratio was 22 to 1.
Esquire Financial Holdings, Inc. reported higher first quarter 2026 results while advancing its strategic merger with Signature Bancorporation, Inc. Net income for the quarter ended March 31, 2026 was $12.2 million, or $1.40 per diluted share, up from $11.4 million, or $1.33 per diluted share a year earlier.
Net interest income rose $6.4 million, or 23.2%, to $34.0 million, driven by average interest earning assets of $2.28 billion and a net interest margin of 6.04%. Loans held for investment reached $1.81 billion, with litigation related commercial loans of $1.22 billion representing 67.4% of the portfolio. Deposits totaled $2.10 billion, up 24.6% year over year.
Asset quality remained strong, with nonperforming loans of $736 thousand, or 0.04% of total loans, and an allowance for credit losses of $23.5 million, or 1.30% of total loans. The efficiency ratio was 51.1%, or 46.9% on an adjusted basis excluding merger expenses and accelerated stock compensation.
Esquire Financial Holdings, Inc. is seeking shareholder approval for a merger with Signature Bancorporation, Inc. under an Agreement and Plan of Merger dated March 11, 2026. Signature shareholders will receive 2.630 shares of Esquire common stock per Signature share, subject to adjustment (minimum 2.500, maximum 2.800) based on proceeds from the sale of four loans totaling approximately $70M. Based on Esquire’s March 11, 2026 close of $99.04, the exchange ratio implied about $260.48 per Signature share (aggregate ~$348.4M); the maximum/minimum imply ~$277.32 and ~$247.60, respectively. The merger requires approvals of both companies’ stockholders and customary regulatory clearances and is structured to qualify as a Section 368 reorganization for U.S. federal income tax purposes.
Esquire Financial Holdings, Inc. announced that longtime director Selig Zises resigned from the boards of the company and Esquire Bank, National Association, effective March 31, 2026, to focus on his personal health and related disability.
The company states that Mr. Zises’ resignation was not due to any disagreement with Esquire Financial, the bank, or their affiliates. Following his departure, the size of the company’s Board of Directors was reduced from nine to eight members. His resignation letter is included as an exhibit.
The Vanguard Group filed an amendment on a Schedule 13G/A reporting that it beneficially owns 0 shares of Esquire Financial Holdings Inc common stock, representing 0% of the class. The amendment states an internal realignment on 01/12/2026 led certain Vanguard subsidiaries to report separately.
Esquire Financial Holdings director Richard T. Powers reported an open-market sale of 2,308 shares of Common Stock at $104.825 per share. After this transaction, he directly owns 58,233 shares. His holdings include multiple grants of restricted stock scheduled to vest in stages from December 2024 through December 2027.