ESQ — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-11

• ●our ability to successfully complete our merger with Signature Bancorporation, Inc. (“Signature”) by receiving shareholder and regulatory approvals and integrate into our operations Signature’s assets, liabilities or systems we acquired, as well as new management personnel or customers, and our abi…

• On March 11, 2026, the Company, Esquire Merger Sub, Inc., a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Signature entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), …

• Under the merger agreement, Merger Sub will merge with and into Signature, with Signature as the surviving entity (the “merger”), and immediately following the merger, Signature will merge with and into the Company, with the Company as the surviving entity (the “second step merger”). Immediately fol…

• with and into Esquire Bank, with Esquire Bank as the surviving bank (the “bank merger” and, together with the merger and the second step merger, the “mergers”).

• Under the terms of the merger agreement, shareholders of Signature will receive a fixed exchange ratio of 2.63 shares of Esquire common stock for each share of Signature common stock, subject to adjustment. Under the terms of the merger agreement, the exchange ratio is subject to an adjustment based…

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• In accordance with the CECL Standard, the Company must estimate expected credit losses over the contractual term of a loan, adjusted for expected prepayments. In estimating the life of a loan, the Company cannot extend the contractual term of a loan for expected extensions, renewals, and modificatio…

• The Company measures the allowance for credit losses on a collective basis by pooling loans according to similar risk characteristics. When a loan is deemed to no longer share risk characteristics similar to others in the portfolio, the Company evaluates such loans on an individual basis. Management…

• based on the discounted value of the expected future cash flows and the amortized cost of the loan. If an entity determines that foreclosure of the collateral is probable, the CECL Standard requires the entity to measure expected credit losses of collateral dependent loans based on the difference be…

• Future changes to the allowance for credit losses may be necessary based on changes in economic, market, or other conditions. Changes to estimates could result in a material change in the allowance for credit losses and charges to provision for credit losses would materially decrease the Company’s n…

• We are a financial holding company headquartered in Jericho, New York and registered under the Bank Holding Company Act of 1956, as amended. Through our wholly owned bank subsidiary, Esquire Bank, National Association (“Esquire Bank” or the “Bank”), we are a full service commercial bank dedicated to…

Text added vs the prior filing · source: 10-Q · 2026-05-11

• The risk factors that were previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, have been supplemented by the Company for the quarter ended March 31, 2026 as follows:

• The Company is expected to incur substantial costs related to the merger and integration.

• The Company has incurred and expects to incur a number of non-recurring costs associated with the merger of the Company and Signature. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees a…

• Combining the Company and Signature may be more difficult, costly or time-consuming than expected, and the Company may fail to realize the anticipated benefits of the merger.

• The success of the merger will depend, in part, on the ability to realize the benefits from combining the businesses of the Company and Signature. To realize the anticipated benefits from the merger, the Company and Signature must successfully integrate and combine their businesses in a manner that …