Form 8-K/A

8-K/A — Esquire Financial Holdings, Inc.

Accession: 0001104659-26-115958

Filed: 2026-10-15

Period: 2026-08-01

CIK: 0001531031

SIC: 6029 (COMMERCIAL BANKS, NEC)

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2627509d1_8ka.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2627509d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

August 1, 2026

Esquire Financial Holdings, Inc.

(Exact name of the registrant as specified

in its charter)

Maryland

001-38131

27-5107901

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

100

Jericho Quadrangle, Suite 100

Jericho,

New York

11753

(Address

of principal executive offices)

(Zip

Code)

(516) 535-2002

(Registrant’s telephone number)

N/A

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2.

below):

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

ESQ

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of

the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth

company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

On August 1, 2026, Esquire Financial Holdings, Inc.,

a Maryland corporation (“Esquire”), completed its previously announced combination with Signature Bancorporation, Inc., an

Illinois corporation (“Signature”), pursuant to the Agreement and Plan of Merger, dated March 11, 2026, by and among Esquire,

Esquire Merger Sub, Inc. (“Merger Sub”) and Signature (the “Merger Agreement”). At the closing, (i) Merger

Sub merged with and into Signature, with Signature as the surviving entity (the “Merger”), and (ii) immediately thereafter,

Signature merged with and into Esquire, with Esquire as the surviving entity (the “Second Step Merger”). Following the Second

Step Merger, Signature Bank, an Illinois state-chartered bank and a wholly owned subsidiary of Signature, merged with and into Esquire

Bank, National Association (“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”).

On August 3, 2026, the Company filed a Current Report on Form 8-K reporting the completion of the Transaction (the “Original Report”).

This Amendment No. 1 to the Original Report is being filed with the Securities and Exchange Commission (the “Commission”)

solely to amend and supplement item 9.01 of the Original Report, as described in Item 9.01 below. As noted below, Esquire has determined

that the financial statements of Signature and the related pro forma information are not required in the Current Report on Form 8-K, as

amended by this Current Report on Form 8-K/A, because “substantially the same” information was previously reported, as contemplated

under Rule 12b-2 of the Securities Exchange Act of 1934, as amended, in the Joint Proxy Statement/Prospectus forming a part of Esquire’s

Registration Statement on Form S-4, as amended (File No. 333-295076), initially filed on April 15, 2026 and declared effective by the

Commission on May 6, 2026 (the “Registration Statement”). The unaudited pro forma financial information for the periods identified

below are included for informational purposes. This Amendment No. 1 makes no other amendments to the Original Report.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Pursuant to General Instruction B.3 of Form 8-K,

the audited consolidated financial statements of the acquired company, Signature, are not required in the Current Report on Form 8-K,

as amended by this Current Report on Form 8-K/A, because “substantially the same” financial statements were previously filed

in the Registration Statement.

(b) Pro forma financial information.

Pursuant to General Instruction B.3 of Form 8-K,

pro forma financial information with respect to the acquisition of Signature by Esquire is not required in the Current Report on Form

8-K, as amended by this Current Report on Form 8-K/A, because “substantially the same” information was previously filed in

the Registration Statement.

Notwithstanding the foregoing, unaudited combined

condensed consolidated pro forma financial information of Esquire as of and for the three months ended March 31, 2026, giving effect to

the acquisition of Signature is filed herewith as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits.

Exhibit No

Description

Exhibit 99.1

Unaudited Pro Forma Condensed Combined Consolidated Financial Information as of and for the three months ended March 31, 2026

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 15, 2026

By:

/s/ Andrew C. Sagliocca

Andrew C. Sagliocca

Vice Chairman, Chief Executive Officer and President

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2627509d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED STATEMENT OF CONDITION

March

31, 2026

Esquire

Accounting

(in thousands)

("ESQ")

Signature

Adjustments

Pro Forma

ASSETS

Cash and cash equivalents

$ 222,221

$ 188,262

$ (27,900 )(1)

$ 382,583

Investment securities

316,306

364,637

680,943

Loans held for investment

1,815,090

1,362,838

(17,960 )(2)

3,159,968

Less: allowance for credit losses

23,540

14,894

3,300 (3)

41,734

Loans, net of allowance

1,791,550

1,347,944

(21,260 )

3,118,234

Other real estate owned

1,890

(890 )(4)

1,000

Goodwill

219,431 (5)

219,431

Core deposit intangibles

49,326 (6)

49,326

Other assets

91,078

50,319

(7,338 )(7)

134,059

Total assets

$ 2,421,155

$ 1,953,052

$ 211,369

$ 4,585,576

LIABILITIES

Deposits:

Noninterest-bearing

$ 545,891

$ 565,570

$ -

$ 1,111,461

Interest-bearing

1,556,677

1,139,339

2,696,016

Total deposits

2,102,568

1,704,909

3,807,477

Borrowings

2,691

Subordinated notes

7,000

Other liabilities

17,320

11,987

29,307

Total liabilities

2,119,888

1,726,587

3,846,475

STOCKHOLDERS' EQUITY

Common stock and additional paid-in capital

112,129

37,058

428,676 (8)

577,863

Retained earnings

208,263

233,283

(261,183 )(9)

180,363

Accumulated other comprehensive loss

(9,449 )

(41,238 )

41,238 (10)

(9,449 )

Treasury stock

(9,676 )

(2,638 )

2,638 (11)

(9,676 )

Total equity

capital

301,267

226,465

211,369

739,101

Total liabilities

and equity capital

$ 2,421,155

$ 1,953,052

$ 211,369

$ 4,585,576

UNAUDITED

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT OF INCOME

For the

Three Months Ended March 31, 2026

Esquire

Accounting

(In thousands, except for per share data)

("ESQ")

Signature

Adjustments

Pro

Forma

Interest income

Interest and fees on loans

$ 34,298

$ 20,213

$ 1,511 (12)

$ 56,022

Other interest income

4,735

4,027

2,204 (13)

10,966

Total interest income

39,033

24,240

3,715

66,988

Interest expense

Deposits

5,024

5,226

10,250

Subordinated notes

126

Borrowings

115

120

Total interest expense

5,029

5,467

10,496

Net interest income

34,004

18,773

3,715

56,492

Provision for credit losses

2,700

1,757

4,457

Net interest income after provision

for credit losses

31,304

17,016

3,715

52,035

Noninterest income

6,455

2,534

8,989

Noninterest expenses

Salaries and employee benefits

12,221

5,553

17,774

Amortization of core deposit intangibles

2,598 (14)

2,598

Merger expenses

1,272

Other noninterest expenses

7,164

4,468

11,632

Total noninterest expenses

20,657

10,021

2,598

33,276

Income before income tax expense

17,102

9,529

1,117

27,748

Income tax expense

4,891

2,431

318 (15)

7,640

Net income

$ 12,211

$ 7,098

$ 799

$ 20,108

Earnings per common share:

Basic

$ 1.48

$ 1.72 (16)

Diluted

1.40

1.64 (16)

Weighted average number of common shares outstanding:

Basic

8,253

3,447

11,700 (16)

Diluted

8,700

3,584

12,284 (16)

NOTES

TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)

Reflects the estimated

after tax merger expenses of $27.9 million for the year ended December 31, 2025 as if the Merger had been completed on January 1,

2025. On a pretax basis, these expenses are estimated to be $35.5 million where an income tax rate of 28.50% was applied

on the tax deductible portion of these expenses.

(2)

Reflects the estimated fair value credit adjustment of the

PCD loan portfolio of $2.2 million, and the interest rate mark on the Signature loan portfolio of $16.6 million, partially offset

by the elimination of Signature's unrecognized deferred loan fees, net of $880 thousand. These adjustments do not reflect potential

restructurings, if any, related to the acquired portfolio. Accretable interest rate marks are recognized over the expected life

of the loans.

(3)

Reflects an $18.2 million credit fair value mark, net of a

$14.9 million reversal of the Signature allowance for credit losses. These adjustments do not reflect potential restructurings,

if any, related to the acquired portfolio. Esquire adopted ASU 2025-08 as of January 1, 2026, and it was applied to the proforma

financial statements presented.

(4)

Reflects an estimated write-down of OREO to fair value.

(5)

Reflects $219.4 million in preliminary goodwill for the transaction

based on an exchange ratio of 2.671x. The following table sets forth estimated goodwill associated with the merger of $219.4

million, calculated as the fair value of consideration paid in the acquisition of Signature, less amounts allocated to fair value

of identifiable assets acquired and liabilities assumed. The preliminary purchase accounting allocation as of March 31, 2026

is as follows:

(In thousands except share data)

Purchase price consideration:

Signature Bancorporation shares to be exchanged

for ESQ shares

1,290,525

Exchange ratio

2.671

ESQ shares issued to Signature Bancorporation shareholders

3,446,992

Esquire stock price at July 31, 2026 market close

$ 129.22

Purchase price determination of common stock issued in acquisition

$ 445,420

Value of Signature Bancorporation stock

options converted to options to acquire shares of ESQ common stock

20,315

Purchase price consideration

$ 465,735

Less: Net fair value adjustments to Signature net assets

acquired:

Net fair value adjustment to loans:

Reversal of Signature loan deferred fees, net

$ 880

PCD Loan Non Accretable Credit Adjustment

(2,214 )

Interest rate adjustment to record loans at fair value

(16,626 )

Less:Gross credit mark on loans

(18,194 )

Plus:CECL reserve gross up adjustment

18,194

Net fair value adjustment to loans

(17,960 )

Adjustment to record allowance for credit losses at fair value:

Reversal of Signature Allowance for credit losses

14,894

Less:CECL reserve gross up adjustment

(18,194 )

Adjustment to record allowance for credit losses at fair value

(3,300 )

Fair value adjustment on OREO

(890 )

Value of core deposit intangible

49,326

Deferred taxes (net) on above tangible asset adjustments

5,981

Deferred taxes on Signature Core Deposit

Intangible

(13,318 )

Deferred taxes (net)

(7,337 )

Less: Net fair value adjustments to Signature

net assets acquired

$ 19,839

Less:Signature Stockholders' Equity

(226,465 )

Goodwill recorded in acquisition

$ 219,431

(6)

Adjustments to record estimated

core deposit intangible assets associated with the merger, which is amortized using the sum-of-the years' digits method over eight

years.

(7)

Reflects the estimate of net

deferred tax assets related to the estimated fair value purchase accounting adjustments and the net impact related to the recording

of the core deposit intangible.

(8)

Reflects Esquire's stock-based

purchase price consideration issued in exchange for Signature Bancorporation shares (as described in footnote (5)) and the elimination

of Signature's common stock and additional paid-in capital.

(9)

Reflects the elimination of

$233.3 million of Signature retained earnings and $27.9 million of after-tax merger costs as described in footnote (1).

(10)

Adjustment

to eliminate Signature's accumulated other comprehensive loss.

(11)

Adjustment

to eliminate Signature's treasury stock.

(12)

Accruing yield adjustment for

the estimated loan fair value interest rate marks. The yield adjustments are recognized over the expected life of the

loan portfolio.

(13)

Reflects an accruing yield adjustment

for estimated available for sale securities partially offset by the opportunity cost of cash payments

on merger related costs. These adjustments do not reflect potential restructurings, if any, related to

the acquired portfolio. The securities yield adjustments are recognized over the expected life of the

acquired securities portfolio.

(14)

Reflects the estimated amortization

of other intangible assets from the acquired other intangible assets amortized using sum-of-years-digits over eight years.

(15)

Reflects income tax expense

on adjustments utilizing a 28.50 % rate which does not consider discrete tax items recognized by Esquire and Signature.

(16)

Reflects the number of basic

and diluted common shares to be issued by ESQ in its purchase consideration for Signature, which is comprised of Signature shares

and contractual conversion of Signature stock options being exchanged for ESQ common stock at an exchange ratio of 2.671x, as discussed

in footnote (5).

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