Form 8-K

8-K — Esquire Financial Holdings, Inc.

Accession: 0001104659-26-089537

Filed: 2026-08-03

Period: 2026-08-01

CIK: 0001531031

SIC: 6029 (COMMERCIAL BANKS, NEC)

Item: Completion of Acquisition or Disposition of Assets

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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):

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. ¨

Item 2.01.

Completion of Acquisition or Disposition of Assets.

Effective on August 1, 2026,

Esquire Financial Holdings, Inc., a Maryland corporation (“Esquire”), completed its previously announced merger with Signature

Bancorporation, Inc., an Illinois corporation (“Signature”), pursuant to the Agreement and Plan of Merger, dated as of March

11, 2026 (the “Merger Agreement”), by and among Esquire, Esquire Merger Sub, Inc., a Maryland corporation and a direct, wholly

owned subsidiary of Esquire (“Merger Sub”), and Signature. 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”).

Merger Consideration

Upon the terms and subject

to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) each share of common

stock, par value $1.00 per share, of Signature (“Signature Common Stock”) outstanding immediately prior to the Effective Time,

other than certain shares held by Signature or Esquire, was converted into the right to receive 2.671 shares (the “Exchange Ratio”)

of common stock, par value $0.01 per share, of Esquire (“Esquire Common Stock” and such consideration, the “Merger Consideration”).

Holders of Signature Common Stock will receive cash in lieu of fractional shares of Esquire Common Stock.

Treatment of Signature

Equity Awards

Pursuant

to the terms of the Merger Agreement, at the Effective Time each option to purchase shares of Signature Common Stock (each such stock

option, a “Signature Option”) granted under the Signature Stock Incentive Plan that was outstanding immediately prior to the

Effective Time, fully vested (except for any Signature Option granted after the date of the Merger Agreement), was assumed by Esquire

(such Signature Option, an “Assumed Option”) and was converted into a stock option that is exercisable for a number of shares

of Esquire Common Stock equal to the number of shares of Signature Common Stock underlying the Signature Option immediately prior to the

Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, with an exercise price per share of Esquire

common stock equal to the exercise price applicable to the underlying Signature Option immediately prior to the Effective Time divided

by the Exchange Ratio, rounded up to the nearest cent. Each Assumed Option shall continue to have, and shall be subject to, the same terms

and conditions as applied to the corresponding Signature Option immediately prior to the Effective Time.

The foregoing description

of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein

by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

In accordance with the terms of the Merger

Agreement, as of the effective time of the Second Step Merger, the number of directors that comprise the full board of directors of Esquire

was increased to ten (10), and Esquire appointed Michael G. O’Rourke, Co-Founder, President and Chief Executive Officer of Signature

and Signature Bank, and Leonard S. Caronia, chairman of the board of directors of Signature and Signature Bank, to the board of directors

of Esquire (together, the “New Directors”). Pursuant to the terms of the Merger Agreement, Messrs. O’Rourke and

Caronia will hold office until Esquire’s 2027 annual meeting of stockholders, and subject to the fiduciary duties of the Esquire

board of directors, will be nominated by the Esquire board of directors to stand for re-election at Esquire’s 2027 annual

meeting of stockholders such that each New Director serves no less than three years on the Esquire board of directors (subject to

election by the Esquire stockholders) following the initial appointment to the Esquire board of directors.

Mr. O’Rourke (57) served as

President and CEO of Signature from its foundation in 2006. He has more than 30 years of experience in the banking industry, including

serving as Executive Vice President of Associated Bank from 2001 until 2005 before organizing Signature. Mr. O’Rourke is the

Treasurer of the Western Golf Association and Evans Scholar Foundation, and serves on the board of several organizations, including the

Federal Home Loan Bank of Chicago, St. Angela School, and Chicagoland Chamber of Commerce. Mr. O’Rourke holds a Bachelor’s

degree from Marquette University and a Master’s degree from Loyola University in Chicago.

Mr. Caronia (75) served as

the Chairman of the Board Directors of Signature and Signature Bank from its foundation in 2006. He served as Global Head of Financial

Institutions and Co-Chairman of the Financial Institutions Group at Macquarie Capital, following Macquarie’s acquisition of Fox-Pitt

Kelton Cochran Caronia Waller, an investment banking firm at which he also served as Chairman and was a co-founder, from 2009 until 2013.

Previously, he served for 12 years at First Chicago Corp, where he was Corporate Senior VP and Head of Investment Banking. He established

the investment banking practice and served as Managing Director of Coopers & Lybrand Securities. He holds Master’s and Bachelor’s

degrees in finance with high honors from the University of Illinois.

Appointment of President of Signature,

a Division of Esquire Bank

Effective as of the Effective Time, Mr. O’Rourke

was appointed President of Signature, a division of Esquire Bank. As previously described in the joint proxy statement/prospectus filed

by Esquire with the Securities and Exchange Commission (the “SEC”) on May 7, 2026 (the “Joint Proxy Statement/Prospectus”),

Mr. O’Rourke and Esquire entered into an employment agreement (the “Employment Agreement”), which became effective

as of the Effective Time. The Employment Agreement has previously been described under the section of the Joint Proxy Statement/Prospectus

entitled “The Merger—Interests of Certain Signature Directors and Executive Officers in the Merger—New Employment Agreements

with Esquire,” which description is incorporated herein by reference.

Lock-Up Agreement

As previously disclosed in the Joint Proxy

Statement/Prospectus, Mr. O’Rourke (and certain other former Signature executives) and Esquire entered into a Lock-Up Agreement

(the “Lock-Up Agreement”) restricting the sale or disposition of shares of the Esquire common stock received by or to

be received by Mr. O’Rourke as the result of the Merger, for a period of time following the Merger. The Lock-Up Agreement is

described under the section of the Joint Proxy Statement/Prospectus entitled “The Merger—Interests of Certain Signature Directors

and Executive Officers in the Merger—Lock Up Agreements,” which description is incorporated herein by reference.

The foregoing descriptions of the Employment

Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of

each of the Employment Agreement and Lock-Up Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and

are incorporated herein by reference.

Other than the Merger Agreement and, in the

case of Mr. O’Rourke, the Employment Agreement and the Lock-Up Agreement, there are no arrangements between the New Directors

and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director

has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Caronia will be compensated for his service

as a New Director in accordance with Esquire’s non-employee director compensation program on the same basis as other non-employee directors,

as described under “Director Compensation” in Esquire’s 2026 Proxy Statement filed with the SEC on April 30, 2026.

Item 8.01. Other Events.

On August 3, 2026, Esquire issued a press release

announcing the completion of the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated

herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial information required by this Item 9.01(a)

of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this

Current Report on Form 8-K was required to be filed.

(b) Pro forma financial information.

The pro forma financial information required by this

Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date

on which this Current Report on Form 8-K was required to be filed.

(d) Exhibits.

Exhibit No

Description

Exhibit 2.1

Agreement and Plan of Merger by and among Esquire Financial Holdings, Inc., Esquire Merger Sub, Inc. and Signature Bancorporation, Inc., dated as of March 11, 2026 (incorporated by reference to Exhibit 2.1 in the Current Report on Form 8-K originally filed by Esquire on March 12, 2026)

Exhibit 10.1

Employment Agreement by and between Esquire Bank and Michael G. O’Rourke, dated March 11, 2026 (incorporated by reference to Exhibit 10.1 in the Registration Statement on Form S-4 originally filed by Esquire on April 15, 2026)

Exhibit 10.2

Form of Lock-Up Agreement, dated as of March 11, 2026, by and among Esquire Financial Holdings, Inc. and certain former executives of Signature Bancorporation, Inc. (incorporated by reference to Exhibit 99.2 in the Current Report on Form 8-K originally filed by Esquire on March 12, 2026)

Exhibit 99.1

Press Release dated August 3, 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: August 3, 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: tm2621793d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Press Release

FOR IMMEDIATE

RELEASE

Esquire

Financial Holdings, Inc. Completes Acquisition of Signature Bancorporation, Inc. on August 1, 2026

Jericho, NY, August 3, 2026

– Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (“Esquire”), the parent company of Esquire Bank, National Association,

(collectively “Esquire”) announced today the completion of the previously announced acquisition of Signature Bancorporation,

Inc., the parent company of Signature Bank (collectively “Signature”), effective August 1, 2026.

The combined company has approximately

$4.8 billion in total assets, $3.3 billion in loans, and $4.0 billion in total deposits (based on financial information as of June 30,

2026). This combined company will join Esquire’s established national litigation and payments verticals with Signature’s established

Chicago and Midwest commercial banking franchise, enhancing the company’s continued industry-leading performance and growth metrics.

“We are thrilled to welcome

the Signature team, clients, and shareholders to Esquire," stated Tony Coelho, Chairman of the Board of Directors. “This combination

brings together two institutions with highly complementary commercial banking operations and capabilities while uniting two highly talented

management teams with strong client relationships and strong market expertise.”

“The Signature merger positions

the combined company for continued industry-leading growth, performance metrics and enhanced success in the highly desirable Midwest and

Chicago metropolitan markets with a well-established Chicago-based management team and brand,” stated Andrew C. Sagliocca, Vice

Chairman, Chief Executive Officer, and President. “Chicago represents one of the top three largest metro markets by both population

and number of contingency fee law firms, with New York City and Los Angeles rounding out the top three.”

The former Signature Bank will

operate as a division of Esquire Bank under the name “Signature, a division of Esquire Bank” (the “Division”).

Michael G. O’Rourke will serve as President of the Division. Kevin P. Bastuga and Bryan D. Duncan will each serve as Executive Vice

Presidents of the Division.

Michael G. O’Rourke, President

of Signature, a division of Esquire Bank, added, “This transaction was built on both companies’ shared values and commitment

to our clients. The combined company will continue to deliver enhanced value to all stakeholders while accelerating our growth in Chicago

and the Midwest markets.”

In connection with the closing

of the transaction, Mr. O’Rourke and Leonard S. Caronia, former Chairman of Signature’s Board, were appointed to the Boards

of Directors of Esquire.

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, Los Angeles, California, Chicago, Illinois, 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, Los Angeles and Chicago 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.

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 beliefs, goals,

intentions, and expectations regarding the 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 cost savings, synergies and other anticipated benefits from the 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 anticipated benefits, cost savings and other synergies expected to result

from the merger.

Additionally, forward-looking statements

speak only as of the date they are made; Esquire does not assume any duty, and does 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. Such statements are based upon the current beliefs and expectations of the management of Esquire and are subject

to significant risks and uncertainties outside of the control of the company. 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 possibility

that the anticipated benefits of the 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 does business; the possibility that Esquire 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 transaction may be lower than expected;

Esquire’s success in executing its business plans and strategies and managing the risks involved in the foregoing; effects of the

completion of the transaction on the ability of Esquire to retain customers and retain and hire key personnel and maintain relationships

with its 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 transaction and other factors that may affect future results of Esquire; 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.

Contact Information

Esquire:

Eric S. Bader

Executive Vice President and Chief Operating Officer

Esquire Financial Holdings, Inc.

(516) 535-2002

eric.bader@esqbank.com

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration