Form 8-K

8-K — Esquire Financial Holdings, Inc.

Accession: 0001104659-26-071835

Filed: 2026-06-09

Period: 2026-06-09

CIK: 0001531031

SIC: 6029 (COMMERCIAL BANKS, NEC)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2617366d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2617366d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001531031

2026-06-09

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

June 9, 2026

Esquire Financial Holdings, Inc.

(Exact name of the registrant as specified

in its charter)

Maryland

001-38131

27-5107901

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

100

Jericho Quadrangle, Suite 100

Jericho,

New York

11753

(Address

of principal executive offices)

(Zip

Code)

(516) 535-2002

(Registrant’s telephone number)

N/A

(Former name or former address, if changed

since last report)

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

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

below):

Written

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

Soliciting

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

Pre-commencement

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

Pre-commencement

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

ESQ

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth

company ¨

If an emerging

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

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

Item 8.01 Other Events.

On June 9, 2026, Esquire Financial

Holdings, Inc.(“Esquire”) and Signature Bancorporation, Inc. (“Signature”) issued a joint press release announcing

the receipt of all regulatory approvals related to the merger of Signature with and into Esquire. A copy of the press release is filed

as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No

Description

Exhibit 99.1

Press Release dated June 9, 2026

Exhibit 104

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

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 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;

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, 2025, 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 March 31, 2026, and other reports Esquire files with the SEC.

Additional Information and Where

to Find It

In connection with the proposed transaction,

Esquire filed a registration statement on Form S-4 with the SEC. The registration statement includes a joint proxy statement

of Esquire and Signature, which also constitutes a prospectus of Esquire, that was mailed to stockholders of Esquire and shareholders

of Signature on or about May 11, 2026, 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 THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS 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 CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT ESQUIRE, SIGNATURE AND THE PROPOSED TRANSACTION.

Investors and security holders may 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, 2026, 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, is contained in the joint proxy statement/prospectus and other relevant materials

to be filed with the SEC. Free copies of these documents 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: June 9, 2026

By:

/s/

Andrew C. Sagliocca

Vice Chairman, Chief Executive

Officer and President

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2617366d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Joint Press

Release

FOR IMMEDIATE

RELEASE

Esquire Financial

Holdings, Inc. and Signature Bancorporation Inc. Receive All Regulatory Approvals for Proposed Merger

Jericho, NY &

Rosemont, IL, June 9, 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, announced today the receipt of all required regulatory approvals and waivers necessary to complete the proposed merger.

The approvals represent a significant milestone toward completion of the transaction.

A waiver of prior approval with respect to the

merger of the holding companies has been granted by the Federal Reserve Bank of New York and the Office of the Comptroller of the Currency

has approved the merger of Signature Bank with and into Esquire Bank. The closing of the proposed merger remains subject to the approvals

of Esquire stockholders and Signature shareholders and certain other customary closing conditions.

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,”