Esquire Financial Holdings, Inc. filed a Form 8-K with the SEC on August 1, 2026, reporting the completion of its Merger with Signature Bancorporation, Inc. and related board and officer changes effective that same date.

Key Highlights

  • Merger closed August 1, 2026: Esquire Financial Holdings completed its Acquisition of Signature Bancorporation under an Agreement and Plan of Merger dated March 11, 2026.
  • Exchange ratio of 2.671 shares: Each share of Signature Common Stock ( Par Value $1.00) was converted into the right to receive 2.671 shares of Esquire Common Stock (par value $0.01).
  • Bank Subsidiary merger completed: Signature Bank, an Illinois state-chartered bank, merged with and into Esquire Bank, National Association, with Esquire Bank as the surviving institution.
  • Board expanded to ten directors: Esquire's board was increased from its prior size to ten members, with two Signature representatives added.
  • Two new directors appointed: Michael G. O'Rourke and Leonard S. Caronia, both co-founders of Signature, joined Esquire's board effective August 1, 2026.
  • O'Rourke named division president: Mr. O'Rourke was appointed President of Signature, a division of Esquire Bank, under a new employment agreement effective at closing.
  • Lock-Up Agreement in place: Mr. O'Rourke and certain other former Signature executives entered into a lock-up agreement restricting their sale or disposition of Esquire shares received in the merger.

Merger Structure, Consideration, and Leadership Changes at Esquire Financial

According to the filing, the transaction was structured as a two-step merger. First, Esquire Merger Sub, Inc., a Wholly Owned Subsidiary of Esquire, merged with and into Signature Bancorporation, with Signature surviving. Immediately thereafter, Signature merged with and into Esquire, with Esquire as the surviving entity. At the bank level, Signature Bank then merged into Esquire Bank, National Association, which the filing identifies as a national banking association and wholly owned subsidiary of Esquire headquartered in Jericho, New York.

The filing disclosed that each share of 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 of Esquire Common Stock. Holders of Signature Common Stock will receive cash in lieu of any fractional shares of Esquire Common Stock that would otherwise be issued. With respect to Equity awards, outstanding Signature stock Options that were vested at the effective time were assumed by Esquire and converted into options exercisable for Esquire shares. The number of underlying shares was determined by multiplying the original Signature share count by the 2.671 exchange ratio, rounded down to the nearest whole share, while the exercise price was recalculated by dividing the original Signature exercise price by the same exchange ratio, rounded up to the nearest cent.

On the governance side, the filing reported that Esquire's board was expanded to ten directors, with Michael G. O'Rourke (age 57) and Leonard S. Caronia (age 75) appointed as new directors. Mr. O'Rourke served as President and CEO of Signature since its founding in 2006 and brings more than 30 years of banking industry experience, according to the filing. Mr. Caronia served as Chairman of Signature's board since 2006 and previously held senior roles at Macquarie Capital and First Chicago Corp. The filing states that both directors are expected to hold office until Esquire's 2027 annual meeting and, subject to the Esquire board's Fiduciary duties, are to be nominated for re-election so that each serves no less than three years on the board following initial appointment, subject to stockholder election.

What Was Disclosed

Esquire Financial Holdings reported the August 1, 2026 closing of its merger with Signature Bancorporation, including the exchange ratio of 2.671 Esquire shares per Signature share, the conversion terms for Signature stock options, the bank-level merger into Esquire Bank, two new board appointments, and a lock-up agreement covering certain former Signature executives.