Esquire Financial 提交 8-K/A 修订案，仅补交与 Signature 合并的备考财务表，无新增交易信息

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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

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EX-99.1
2
tm2627509d1_ex99-1.htm
EXHIBIT 99.1
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
-
2,691
Subordinated notes
-
7,000
-
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
-
126
Borrowings
5
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
-
-
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).