As filed with the Securities and Exchange Commission on April 15, 2026

Registration No. 333-       ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Esquire Financial Holdings, Inc.

(Exact name of Registrant as specified in its charter)

100 Jericho Quadrangle
Suite 100
Jericho, New York 11753
(516) 535-2002

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Andrew C. Sagliocca
Vice Chairman, Chief Executive Officer, and President
Esquire Financial Holdings, Inc.
100 Jericho Quadrangle
Suite 100
Jericho, New York 11753
(516) 535-2002

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)           ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/​prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED APRIL 15, 2026

To the Stockholders of Esquire Financial Holdings, Inc. and the Shareholders of Signature Bancorporation, Inc.

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

On behalf of the boards of directors of Esquire Financial Holdings, Inc. (“Esquire”) and Signature Bancorporation, Inc. (“Signature”), we are pleased to enclose the accompanying joint proxy statement/​prospectus relating to the proposed combination of Esquire and Signature. We are requesting that you take certain actions as a holder of Esquire common stock (a “Esquire stockholder”) or as a holder of Signature common stock (a “Signature shareholder”).

On March 11, 2026, Esquire, Esquire Merger Sub, Inc., a direct, wholly owned subsidiary of Esquire (“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”), pursuant to which Esquire and Signature have agreed to combine their respective businesses in two mergers.

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 Esquire, with Esquire as the surviving entity (the “second-step merger”). Immediately following the second-step merger, Signature Bank, an Illinois state-chartered bank and a wholly owned subsidiary of Signature (“Signature Bank”), will merge with and into Esquire Bank, a national banking association and a wholly owned subsidiary of Esquire (“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 and subject to the conditions set forth in the merger agreement, Signature shareholders will receive 2.630 shares of Esquire common stock for each share of Signature common stock they own (the “exchange ratio”), subject to adjustment (the “merger consideration”). The exchange ratio is subject to adjustment based on the disposition of certain loans held by Signature Bank prior to the closing based on the proceeds from the sale of such loans, with a maximum possible exchange ratio of 2.800 (the “maximum exchange ratio”) and a minimum possible exchange ratio of 2.500 (the “minimum exchange ratio”). No fractional shares of Esquire common stock will be issued in the mergers, and holders of Signature common stock will be entitled to receive cash in lieu of fractional shares. Based on the closing price of Esquire’s common stock on the Nasdaq Capital Market of $99.04 on March 11, 2026, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $260.48 in value for each share of Signature common stock, representing a merger consideration of approximately $348.4 million on an aggregate basis. Based on the closing price of Esquire’s common stock on the Nasdaq Capital Market of $[      ] as of [           ], 2026, the latest practicable date before the date of this joint proxy statement/​prospectus, the exchange ratio represented approximately $[      ] in value for each share of Signature common stock, representing a merger consideration of approximately $[      ] million on an aggregate basis.

Esquire stockholders will continue to own their existing shares of Esquire common stock. The value of the Esquire common stock at the time of completion of the merger could be greater than, less than or the same as the value of Esquire common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of Esquire common stock (Nasdaq trading symbol “ESQ”).

We expect the merger and the second-step merger, taken together, will qualify as a reorganization for federal income tax purposes. Accordingly, Signature shareholders generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of Signature common stock for Esquire common stock or in the merger, except with respect to any cash received by such holders in lieu of fractional shares of Esquire common stock.

Based on the maximum exchange ratio and the number of shares of Signature common stock outstanding or reserved for issuance for Signature equity awards outstanding as of [        ], 2026, Esquire expects to issue approximately [      ] million shares of Esquire common stock to Signature

shareholders in the aggregate in the merger. Based on the maximum exchange ratio, we estimate that former Signature shareholders will own approximately thirty percent (30%) and existing Esquire stockholders will own approximately seventy percent (70%) of the common stock of Esquire following the completion of the merger.

Esquire and Signature will each hold a special meeting of our respective stockholders in connection with the merger. At our respective special meetings, in addition to other business, Esquire will ask its stockholders to approve the issuance of its common stock to holders of Signature common stock pursuant to the merger agreement, and Signature will ask its stockholders to approve the merger agreement. Information about these meetings and the mergers is contained in this document. We urge you to read this document carefully and in its entirety.

The special meeting of Signature shareholders will be held at [•] on [      ], 2026 at [      ], Central Time.

The special meeting of Esquire stockholders will be held at the executive offices of Esquire Financial Holdings, Inc., located at 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753 on [      ], 2026 at [      ], Eastern Time.

Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations.

This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the mergers. It also contains or references information about Esquire and Signature and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 30 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Esquire from documents that have been filed with the Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference.

On behalf of the Esquire and Signature boards of directors, thank you for your prompt attention to this important matter.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Esquire or Signature, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying joint proxy statement/prospectus is dated [        ], 2026, and is first being mailed to holders of Esquire common stock and holders of Signature common stock on or about [      ], 2026.

 

ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates important business and financial information about Esquire from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov. You will also be able to obtain these documents free of charge from Esquire by accessing Esquire’s website, www.esquirebank.com, under the heading “Investor Relations.” You may also request these documents in writing or by telephone, at the address below:

Esquire Financial Holdings, Inc.
Attn: Gary Lax
Senior Vice President, Chief Legal Officer and Corporate Secretary
100 Jericho Quadrangle, Suite 100, Jericho, New York 11753
Telephone: (516) 535-2002

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of Esquire common stock requesting documents must do so by [        ], 2026, in order to receive them before the Esquire special meeting, and holders of Signature common stock requesting documents must do so by [       ], 2026, in order to receive them before the Signature special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [       ], 2026, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this document to holders of Esquire common stock or holders of Signature common stock, nor the issuance by Esquire of shares of Esquire common stock pursuant to the merger agreement will create any implication to the contrary.

The information on Esquire’s website is not part of this document. References to Esquire’s website in this document are intended to serve as textual references only.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding Esquire has been provided by Esquire and information contained in this document regarding Signature has been provided by Signature.

See “Where You Can Find More Information” beginning on page 139 of the accompanying joint proxy statement/prospectus for further information.

 

 

Esquire Financial Holdings, Inc.
100 Jericho Quadrangle, Suite 100
Jericho, New York 11753

NOTICE OF SPECIAL MEETING OF ESQUIRE STOCKHOLDERS

To Esquire Financial Holdings, Inc. Stockholders:

On March 11, 2026, Esquire Financial Holdings, Inc. (“Esquire”), Esquire Merger Sub, Inc., a direct, wholly owned subsidiary of Esquire (“Merger Sub”), and Signature Bancorporation, Inc. (“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”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of holders of Esquire common stock (the “Esquire special meeting”) will be held on [        ], 2026 at [        ], Eastern Time. We are pleased to notify you of, and invite you to, the Esquire special meeting which will be held at the executive offices of Esquire Financial Holdings, Inc., located at 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753. If you choose not to attend the Esquire special meeting, stockholders can call into the following number to listen to the meeting live: [        ], conference code: [        ].

At the Esquire special meeting, you will be asked to vote on the following matters:

1.

A proposal to approve the issuance of Esquire common stock to holders of Signature common stock pursuant to the merger agreement (the “Esquire share issuance proposal”); and

​

2.

A proposal to adjourn the Esquire special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Esquire share issuance proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Esquire common stock (the “Esquire adjournment proposal”).

​

The board of directors of Esquire has fixed the close of business on [        ], 2026 as the record date for the Esquire special meeting. Only holders of record of Esquire common stock as of the close of business on the record date for the Esquire special meeting are entitled to notice of the Esquire special meeting or any adjournment or postponement thereof. Only holders of record of Esquire common stock will be entitled to vote at the Esquire special meeting or any adjournment or postponement thereof.

Esquire has determined that holders of Esquire common stock are not entitled to appraisal rights with respect to the proposed merger under the provisions of the Maryland General Corporation Law, as amended.

The Esquire board of directors unanimously recommends that holders of Esquire common stock vote “FOR” the Esquire share issuance proposal and “FOR” the Esquire adjournment proposal.

Your vote is important.   We cannot complete the transactions contemplated by the merger agreement unless holders of Esquire common stock approve the Esquire share issuance proposal. The affirmative vote of a majority of the votes cast affirmatively or negatively by the holders of Esquire common stock at the Esquire special meeting is required to approve the Esquire share issuance proposal. Whether or not you plan to attend the Esquire special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

 

 

By Order of the Board of Directors

 

Andrew C. Sagliocca
Vice Chairman, Chief Executive Officer and President
Esquire Financial Holdings, Inc.

[        ], 2026

 

 

Signature Bancorporation, Inc.
9450 W. Bryn Mawr, Suite 300
Rosemont, Illinois 60018

NOTICE OF SPECIAL MEETING OF SIGNATURE SHAREHOLDERS

To Signature Bancorporation, Inc. Shareholders:

On March 11, 2026, Esquire Financial Holdings, Inc. (“Esquire”), Esquire Merger Sub, Inc., a direct, wholly owned subsidiary of Esquire (“Merger Sub”), and Signature Bancorporation, Inc. (“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”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of holders of Signature common stock (the “Signature special meeting”) will be held on [        ], 2026 at [        ], Central Time. We are pleased to notify you of and invite you to attend the Signature special meeting, which will be held at [•].

At the Signature special meeting, holders of Signature common stock will be asked to vote on the following matters:

1.

A proposal to approve the Agreement and Plan of Merger, dated as of March 11, 2026, by and among Esquire, Merger Sub and Signature, and the transactions contemplated by that agreement, pursuant to which Merger Sub will merge with and into Signature, as more fully described in the accompanying joint proxy statement/prospectus (the “Signature merger proposal”).

​

2.

A proposal to adjourn the Signature special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Signature merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Signature common stock (the “Signature adjournment proposal”).

​

The board of directors of Signature has fixed the close of business on [        ], 2026 as the record date for the Signature special meeting. Only holders of record of Signature common stock as of the close of business on the record date for the Signature special meeting are entitled to notice of the Signature special meeting or any adjournment or postponement thereof. Only holders of record of Signature common stock will be entitled to vote at the Signature special meeting or any adjournment or postponement thereof.

Under Illinois law, if the merger is completed, Signature shareholders of record who do not vote to approve the Signature merger proposal, and otherwise comply with the applicable provisions of Illinois law pertaining to objecting shareholders, will be entitled to exercise dissenters’ rights and obtain payment in cash for the fair value of their shares of Signature common stock by following the procedures set forth in this joint proxy statement/prospectus and under the applicable provisions of Illinois law. A copy of the section of the Illinois Business Corporation Act of 1983, as amended, pertaining to dissenters’ rights is included as Annex B to this joint proxy statement/prospectus.

The Signature board of directors unanimously recommends that holders of Signature common stock vote “FOR” the Signature merger proposal and “FOR” the Signature adjournment proposal.

Your vote is important.   We cannot complete the transactions contemplated by the merger agreement unless holders of Signature common stock approve the Signature merger proposal. The affirmative vote of at least two-thirds of the votes of the shares entitled to vote at the special meeting is required to approve the Signature merger proposal. Whether or not you plan to attend the Signature special meeting, we urge you

 

 

to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

By Order of the Board of Directors

 

Michael G. O’Rourke
President and Chief Executive Officer
Signature Bancorporation, Inc.

[        ], 2026

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

 

iii

 

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1

 

2

 

Schedule A Loans Recovery Rate	​	​	Implied Exchange Ratio				​
100%	​	​	​	​	2.800x	​	​
95%	​	​	​	​	2.783x	​	​
90%	​	​	​	​	2.766x	​	​
85%	​	​	​	​	2.749x	​	​
80%	​	​	​	​	2.732x	​	​
75%	​	​	​	​	2.715x	​	​
70%	​	​	​	​	2.698x	​	​
65%	​	​	​	​	2.681x	​	​
60%	​	​	​	​	2.664x	​	​
55%	​	​	​	​	2.647x	​	​
50%	​	​	​	​	2.630x	​	​
45%	​	​	​	​	2.614x	​	​
40%	​	​	​	​	2.598x	​	​
35%	​	​	​	​	2.581x	​	​
30%	​	​	​	​	2.565x	​	​
25%	​	​	​	​	2.549x	​	​
20%	​	​	​	​	2.533x	​	​
15%	​	​	​	​	2.516x	​	​
10% or less	​	​	​	​	2.500x	​	​

3

 

​

4

 

​

5

 

​

6

 

7

 

8

 

​

9

 

​

10

 

​

11

 

​

12

 

​

13

 

​

14

 

15

 

16

 

Schedule A Loans Recovery Rate	​	​	Implied Exchange Ratio				​
100%	​	​	​	​	2.800x	​	​
95%	​	​	​	​	2.783x	​	​
90%	​	​	​	​	2.766x	​	​
85%	​	​	​	​	2.749x	​	​
80%	​	​	​	​	2.732x	​	​
75%	​	​	​	​	2.715x	​	​
70%	​	​	​	​	2.698x	​	​
65%	​	​	​	​	2.681x	​	​
60%	​	​	​	​	2.664x	​	​
55%	​	​	​	​	2.647x	​	​
50%	​	​	​	​	2.630x	​	​
45%	​	​	​	​	2.614x	​	​
40%	​	​	​	​	2.598x	​	​
35%	​	​	​	​	2.581x	​	​
30%	​	​	​	​	2.565x	​	​
25%	​	​	​	​	2.549x	​	​
20%	​	​	​	​	2.533x	​	​
15%	​	​	​	​	2.516x	​	​
10% or less	​	​	​	​	2.500x	​	​

​

​

​

Esquire Common Stock

​

​

Implied Value of One Share of Signature Common Stock(1)

​

​

Implied Value of One Share of Signature Common Stock(2)

​

​

Implied Value of One Share of Signature Common Stock(3)

​

March 11, 2026

​

​

​

$

99.04

​

​

​

​

$

260.48

​

​

​

​

$

247.60

​

​

​

​

$

277.32

​

​

[           ], 2026

​

​

​

$

[    ]

​

​

​

​

$

[    ]

​

​

​

​

$

[    ]

​

​

​

​

$

[    ]

​

​

​

17

 

18

 

19

 

20

 

21

 

22

 

​

23

 

​

24

 

25

 

26

 

27

 

​

28

 

29

 

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/​prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 28, Esquire stockholders should carefully consider the following risk factors in deciding whether to vote for the approval of the Esquire share issuance proposal and Signature shareholders should carefully consider the following risk factors in deciding whether to vote for the approval of the Signature merger proposal.

Risks Relating to the Consummation of the Merger and Esquire Following the Merger

Because the market price of Esquire common stock may fluctuate, Signature shareholders cannot be certain of the market value of the merger consideration they will receive.

In the merger, each share of Signature common stock issued and outstanding immediately prior to the effective time, except for dissenting shares and shares of Signature common stock owned by Signature as treasury stock or owned by Signature or Esquire (in each case, other than shares of Signature common stock (i) held in any employee benefit plans, trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (ii) held, directly or indirectly, by Signature or Esquire in respect of debts previously contracted), will be converted into 2.630 shares of Esquire common stock, subject to adjustment. This exchange ratio will not be adjusted for changes in the market price of either Esquire common stock or Signature common stock. Changes in the price of Esquire common stock between now and the time of the merger will affect the value that Signature shareholders will receive in the merger.

Stock price changes may result from a variety of factors, including general market and economic conditions, such as inflation, trade policies and tariffs, volatility in the capital markets, volatility in real estate markets, interest and currency rate fluctuations, labor availability, supply chain disruptions, global pandemics and public health crises and the responses thereto, weather catastrophes and geopolitical instability, including shutdowns and threats of shutdowns of the U.S. federal government, political instability and political violence, changes in Esquire’s and Signature’s businesses, operations and prospects, regulatory considerations and tax laws, many of which are beyond Esquire’s and Signature’s control.

Therefore, at the time of the Esquire special meeting and the Signature special meeting, Esquire stockholders and Signature shareholders will not know the market value of the consideration that Signature shareholders will receive at the effective time. You should obtain current market quotations for shares of Esquire common stock (Nasdaq: ESQ).

Because the exchange ratio is subject to adjustment, at the time of the shareholder meeting Signature shareholders may not be certain of the exact number of shares of Esquire common stock that they will receive in the merger.

In the merger, the exchange ratio is subject to adjustment based on the proceeds, if any, received by Signature prior to closing on the disposition of the Schedule A Loans, with a maximum possible exchange ratio of 2.800 and a minimum possible exchange ratio of 2.500. While Signature has initiated a sale process, no assurance can be made on whether Signature will successfully sell the Schedule A Loans and what proceeds, if any, Signature will receive upon the sale of the Schedule A Loans, nor whether any sale of such Schedule A Loans will occur prior to the Esquire special meeting or the Signature special meeting. Therefore, at the time of the Esquire special meeting and the Signature special meeting, Esquire stockholders and Signature shareholders may not know the exchange ratio nor the market value of the merger consideration that Signature shareholders will receive at the effective time. See “The Merger — Terms of the Merger” beginning on page 53 for additional details on the adjustment to the exchange ratio.

The market price of Esquire common stock after the merger may be affected by factors different from those currently affecting the shares of Esquire common stock or Signature common stock.

In the merger, Signature shareholders will become Esquire stockholders. Esquire’s business differs from that of Signature and certain adjustments may be made to Esquire’s business as a result of the merger.

 

30

 

Accordingly, the results of operations of the combined company and the market price of Esquire common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Esquire and Signature. For a discussion of the businesses, and certain factors to consider in connection with those businesses, for Esquire see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 139 and for Signature see “Risk Factors — Risks Related to Signature’s Business.”

There has been no public market for Signature common stock and the lack of a public market may make it more difficult to determine the fair value of Signature common stock than if there were such a public market.

The outstanding shares of Signature common stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair value of Signature than if the outstanding shares of Signature common stock were traded publicly. The consideration to be paid to Signature shareholders in the merger was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of Signature common stock may have traded on a public market. Prior to approving the merger agreement, the Signature board of directors received an opinion of Raymond James to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion, the merger consideration to be paid to the holders of Signature common stock in the merger was fair, from a financial point of view, to Signature’s shareholders. For further information, see the section entitled “The Merger — Opinion of Signature’s Financial Advisor.”

The opinion delivered by Piper Sandler to Esquire’s board of directors and the opinion delivered by Raymond James to Signature’s board of directors, respectively, prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the dates of the opinions.

The opinion from Piper Sandler, Esquire’s financial advisor, to Esquire’s board of directors, was delivered on and dated March 11, 2026, and the opinion from Raymond James, Signature’s financial advisor, to Signature’s board of directors was delivered on and dated March 11, 2026. Changes in the operations and prospects of Esquire or Signature, general market and economic conditions and other factors which may be beyond the control of Esquire and Signature, including global macroeconomic conditions caused by volatility and market factors related to or caused by tariffs and trade policies, political instability, military conflicts, health crises, global political conflict, interest rates, labor market volatility, and volatility in financial markets on such market and economic conditions, and the market prices of Esquire and Signature, may have altered the value of Esquire or Signature or the prices of shares of Esquire common stock or shares of Signature common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of the date of this joint proxy statement/prospectus or as of any other date subsequent to the dates of those opinions.

Esquire and Signature are expected to incur substantial costs related to the merger and integration.

Esquire and Signature have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either Esquire or Signature regardless of whether the merger is completed. See “The Merger Agreement — Expenses and Fees” beginning on page 114.

Following the closing, Esquire is expected to incur substantial costs related to the integration of Esquire’s and Signature’s businesses, including facilities and systems consolidation costs and employment-related costs. Esquire and Signature may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Esquire and Signature have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of

 

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the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. Anticipated future merger and integration-related pre-tax costs are currently estimated to be approximately $35.5 million.

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

This is a merger transaction combining two financial institutions of relatively similar asset size. The success of the merger will depend, in part, on the ability to realize the benefits from combining the businesses of Esquire and Signature. To realize the anticipated benefits from the merger, Esquire and Signature must successfully integrate and combine their businesses in a manner that permits those benefits to be realized, without adversely affecting current revenues and future growth. If Esquire and Signature are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the merger, which may adversely affect the value of the common stock of the combined company following the completion of the merger.

Esquire and Signature have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Esquire and Signature during this transition period and for an undetermined period after completion of the merger on the combined company.

The future results of the combined company following the merger may suffer if the combined company does not effectively manage its expanded operations.

Following the merger, the size of the business of the combined company will increase beyond the current size of either Esquire’s or Signature’s business. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increased size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.

The combined company may be unable to retain Esquire and/or Signature personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Esquire and Signature. It is possible that these employees may decide not to remain with Esquire or Signature, as applicable, while the merger is pending or with the combined company after the merger is consummated. If Esquire and Signature are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Esquire and Signature could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully

 

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hiring suitable replacements, all of which may cause the combined company’s business to suffer. Esquire and Signature also may not be able to locate or retain suitable replacements for any key employees who leave either company. See “The Merger — Governance of the Combined Company After the Merger” beginning on page 91.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger, second-step merger and the bank merger may be completed, various approvals, waivers, consents and/or non-objections must be obtained from regulatory authorities. In determining whether to grant these approvals or waivers, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger — Regulatory Approvals” beginning on page 92. These approvals or waivers could be delayed or not obtained at all, including due to any or all of the following: an adverse development in either party’s regulatory standing or any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.

Even if the approvals and waivers are granted, they may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the continuing corporation’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the continuing corporation following the mergers or otherwise reduce the anticipated benefits of the mergers. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

Despite the parties’ commitments to using their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, Esquire is not required, under the terms of the merger agreement, to take any action, commit to take any action, or agree to any condition or restriction in connection with obtaining these approvals that would reasonably be expected to have a material and adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of the surviving entity and its subsidiaries, taken as a whole, after giving effect to the merger, second-step merger, and the bank merger.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/​prospectus is preliminary and the actual consideration to be issued in the merger as well as the actual financial condition and results of operations of the combined company after the merger may differ materially.

The unaudited pro forma condensed combined financial information in this joint proxy statement/​prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Signature identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The merger consideration value allocation reflected in this document is preliminary, and the final allocation thereof will be based upon the value of the actual merger consideration and the fair value of the assets and liabilities of Signature as of the date of the completion of the merger. The unaudited pro forma combined financial information reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and does not take into account any circumstances or events occurring after the date it was prepared, including the recent developments and events in the financial services industry and related market volatility. Accordingly, the actual value of the merger consideration may vary significantly from the value used in preparing the unaudited pro forma condensed combined

 

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financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document and no assurances can be given that if the prospective financial information had been prepared as of the date of this joint proxy statement/​prospectus, similar assumptions would be used. For more information, see “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 118.

Certain of Esquire’s and Signature’s directors and executive officers may have interests in the merger that may differ from, or are in addition to, the interests of Esquire stockholders and Signature shareholders.

Esquire’s stockholders and Signature’s shareholders should be aware that some of Esquire’s and Signature’s directors and executive officers may have interests in the merger that are different from, or in addition to, those of Esquire stockholders and Signature shareholders. These interests may create potential conflicts of interest. The Esquire and Signature boards of directors were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that, in the case of the Esquire board of directors, Esquire stockholders vote to approve the share issuance and, in the case of the Signature board of directors, Signature shareholders vote to approve the merger agreement. For a more complete description of these interests, please see “The Merger — Interests of Certain Esquire Directors and Executive Officers in the Merger” beginning on page 88 and “The Merger — Interests of Certain Signature Directors and Executive Officers in the Merger” beginning on page 88.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (i) approval by Esquire stockholders of the Esquire share issuance proposal and approval by Signature shareholders of the Signature merger proposal; (ii) admission for listing on Nasdaq of the shares of Esquire common stock to be issued in the merger, subject to official notice of issuance; (iii) the receipt of the requisite regulatory approvals, including the approval of the Federal Reserve Board and the OCC; (iv) effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the merger, the second-step merger, the bank merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger, the second-step merger, the bank merger or any of the other transactions contemplated by the merger agreement illegal. Each party’s obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement, and (c) the receipt by each party of an opinion from its counsel to the effect that the merger and the second-step merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code.

These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite shareholder approvals, or Esquire or Signature may elect to terminate the merger agreement in certain other circumstances.

Failure to complete the merger could negatively impact Esquire or Signature.

If the merger is not completed for any reason, including as a result of Esquire stockholders failing to approve the Esquire share issuance proposal, or Signature shareholders failing to approve the Signature merger proposal, there may be various adverse consequences and Esquire and/or Signature may experience negative reactions from the financial markets and from their respective customers and employees. For example, Esquire’s or Signature’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of Esquire common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. Esquire and/or Signature also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against

 

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Esquire or Signature to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, Signature may be required to pay a termination fee of $15.0 million to Esquire.

Additionally, each of Esquire and Signature has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing this joint proxy statement/​prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, Esquire and Signature would have to pay these expenses without realizing the expected benefits of the merger.

Esquire and Signature will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Esquire and Signature. These uncertainties may impair Esquire’s or Signature’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Esquire or Signature to seek to change existing business relationships with Esquire or Signature. In addition, subject to certain exceptions, Esquire and Signature have each agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent Esquire and/or Signature from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement — Covenants and Agreements” beginning on page 102 for a description of the restrictive covenants applicable to Esquire and Signature.

The announcement of the proposed merger could disrupt Esquire’s and Signature’s relationships with their customers, suppliers, business partners and others, as well as their operating results and businesses generally.

Whether or not the merger is ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the merger on Esquire’s and Signature’s businesses include the following:

•

their employees may experience uncertainty about their future roles, which might adversely affect Esquire’s and Signature’s ability to retain and hire key personnel and other employees;

​

•

customers, suppliers, business partners and other parties with which Esquire and Signature maintain business relationships may experience uncertainty about their respective futures and seek alternative relationships with third parties, seek to alter their business relationships with Esquire and Signature or fail to extend an existing relationship with Esquire and Signature; and

​

•

Esquire and Signature have each expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed merger.

​

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each party’s results of operations and financial condition.

Interest rate volatility may adversely impact the fair value adjustments of loans acquired in the merger.

Upon the closing of the merger, the surviving corporation will need to adjust the fair value of Signature’s loan portfolio. Volatility in the interest rate environment could have the effect of increasing the magnitude of the purchase accounting marks relating to such fair value adjustments, thereby increasing initial tangible book value dilution, extending the tangible book value earn-back period, and negatively impacting the surviving corporation’s capital ratios, which may result in the continuing corporation taking steps to strengthen its capital position.

The merger agreement limits Signature’s abilities to pursue alternatives to the merger and may discourage other companies from trying to acquire Signature.

The merger agreement contains “no shop” covenants that restrict Signature’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or

 

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proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by Signature’s respective board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $15.0 million termination fee payable by Signature to Esquire under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Signature from considering or proposing that acquisition. For more information, see “The Merger Agreement — Agreement Not to Solicit Other Offers; Termination of the Merger Agreement; Effect of Termination; Termination Fee” and “The Merger Agreement — Meetings; Recommendation of Signature’s Boards of Directors” beginning on pages 97 and 109 respectively.

The shares of Esquire common stock to be received by Signature shareholders as a result of the merger will have different rights from the shares of Signature common stock.

In the merger, Signature shareholders will become Esquire stockholders and their rights as shareholders will be governed by Maryland law and the governing documents of the combined company following the merger. The rights associated with Esquire common stock are different from the rights associated with Signature common stock. See “Comparison of the Rights of Esquire stockholders and Signature shareholders” beginning on page 126 for a discussion of the different rights associated with Esquire common stock.

Esquire stockholders and Signature shareholders will have reduced ownership and voting interest in the combined company after the consummation of the merger and will exercise less influence over management.

Esquire stockholders and Signature shareholders currently have the right to vote in the election of the board of directors and on other matters affecting Esquire and Signature, respectively. When the merger is completed, each Esquire stockholder and each Signature shareholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of either Esquire or Signature individually, as applicable, prior to the consummation of the merger. Based on the number of shares of Esquire common stock and Signature common stock outstanding as of the close of business on the respective record dates, and based on the maximum number of shares of Esquire common stock expected to be issued in the merger, the former Signature shareholders, as a group, are estimated to own approximately thirty percent (30%) of the fully diluted shares of the combined company immediately after the merger and current Esquire stockholders as a group are estimated to own approximately seventy percent (70%) of the fully diluted shares of the combined company immediately after the merger. Because of this, Signature shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Signature, and Esquire stockholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Esquire.

Issuance of shares of Esquire common stock in connection with the merger may adversely affect the market price of Esquire common stock.

In connection with the payment of the merger consideration and based on the maximum exchange ratio of 2.800, Esquire expects to issue approximately [        ] million shares of Esquire common stock to Signature shareholders. The issuance of these new shares of Esquire common stock may result in fluctuations in the market price of Esquire common stock, including a stock price decrease.

Certain Signature common shareholders have executed a voting agreement that requires each such shareholder to vote in favor of the Signature merger proposal.

Each director and executive officer of Signature has entered into a voting agreement with Esquire. Pursuant to the voting agreement, among other things, each such director or officer has agreed to vote his or her shares of Signature common stock in favor of the Signature merger proposal, and against any action or agreement that would prevent, materially impede or materially delay the consummation of the transactions contemplated by the merger agreement and against any alternative acquisition proposal. As of the record date for the Signature special meeting, these directors and officers collectively and beneficially owned approximately [•]% of the outstanding shares of Signature common stock.

 

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Signature common shareholders have dissenters’ rights in the merger.

If the Signature merger proposal is approved by Signature common shareholders, Signature common shareholders who do not vote in favor of the adoption of the Signature merger proposal and who properly demand payment of fair cash value of their shares of common stock will be entitled to dissenters’ rights in connection with the merger under Sections 11.65 and 11.70 of the IBCA. Neither Esquire nor Signature can predict the number of Signature common shareholders who will seek payment of fair cash value of their shares. See “The Merger — Signature Common Shareholder Dissenters’ Rights.”

Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of Esquire and Signature.

Shareholders of Esquire and/or of Signature may file lawsuits against Esquire, Signature and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger, the second-step merger, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting Esquire or Signature defendants from completing the merger, the second-step merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Esquire and/or Signature, including any cost associated with the indemnification of directors and officers of each company. Esquire and Signature may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of Esquire and Signature and could prevent or delay the completion of the merger.

Risks Relating to Esquire’s Business

You should read and consider risk factors specific to Esquire’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Esquire’s Annual Report on Form 10-K for the year ended December 31, 2025 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 139 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

 

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THE ESQUIRE SPECIAL MEETING

This section contains information for Esquire stockholders about the special meeting that Esquire has called to allow Esquire stockholders to consider and vote on the Esquire share issuance proposal and the Esquire adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the Esquire special meeting, and a form of proxy card that the Esquire board of directors is soliciting for use by Esquire stockholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The Esquire special meeting will be held at the executive offices of Esquire Financial Holdings, Inc., located at 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753 on [           ], 2026 at [       ], Eastern Time. If you choose not to attend the Esquire special meeting in person, stockholders can call into the following number to listen to the meeting live: [           ], conference code: [           ].

Matters to Be Considered

At the Esquire special meeting, Esquire stockholders will be asked to consider and vote upon the following proposals:

•

the Esquire share issuance proposal; and

​

•

the Esquire adjournment proposal.

​

Recommendation of Esquire’s Board of Directors

The Esquire board of directors recommends that you vote “FOR” the Esquire share issuance proposal and “FOR” the Esquire adjournment proposal. See “The Merger — Esquire’s Reasons for the Merger; Recommendation of Esquire’s Board of Directors” beginning on page 60 for a more detailed discussion of the Esquire board of directors’ recommendation.

Record Date and Quorum

The Esquire board of directors has fixed the close of business on [           ], 2026 as the record date for the determination of Esquire stockholders entitled to notice of and to vote at the Esquire special meeting. As of the Esquire record date, there were [           ] shares of Esquire common stock outstanding.

Holders of a majority of the outstanding shares of Esquire common stock entitled to vote at the Esquire special meeting must be present, either in person at the Esquire special meeting or by proxy, to constitute a quorum at the Esquire special meeting. If you fail to submit a proxy prior to the special meeting or to vote in person at the Esquire special meeting, your shares of Esquire common stock will not be counted towards a quorum. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum, but not a broker non-vote or other failure to vote.

Under the Esquire bylaws, if a quorum is not present at the Esquire special meeting, the holders of a majority of the shares of Esquire common stock entitled to vote who are present or by proxy at the Esquire special meeting may adjourn the Esquire special meeting.

At the Esquire special meeting, each share of Esquire common stock is entitled to one (1) vote on all matters properly submitted to Esquire stockholders.

As of the close of business on the record date, Esquire’s directors and executive officers and their affiliates were entitled to vote an aggregate of [           ] shares of Esquire common stock at the special meeting, which represents approximately [           ]% of the issued and outstanding shares of Esquire common stock entitled to vote at the special meeting.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner

 

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fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Esquire special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Esquire special meeting. If your bank, broker, trustee or other nominee holds your shares of Esquire common stock in “street name,” such entity will vote your shares of Esquire common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Vote Required; Treatment of Abstentions and Failure to Vote

Esquire share issuance proposal:

Vote required:   Approval of the Esquire share issuance proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively by the holders of outstanding shares of Esquire common stock at the Esquire special meeting. Approval of the Esquire share issuance proposal is a condition to the completion of the merger.

Effect of abstentions and failure to vote:   If you are present at the Esquire special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on the outcome of such proposal. If you are not present at the Esquire special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the outcome of such proposal.

Esquire adjournment proposal:

Vote required:   If a quorum is present at the Esquire special meeting, approval of the Esquire adjournment proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively by the Esquire stockholders at the Esquire special meeting. In the absence of a quorum at the Esquire special meeting, approval of the Esquire adjournment proposal requires the affirmative vote of a majority of the shares of Esquire common stock present at the Esquire special meeting and entitled to vote on the Esquire adjournment proposal.

Effect of abstentions and failure to vote:   If a quorum is present at the Esquire special meeting, if you are present at the Esquire special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on the outcome of such proposal. In the absence of a quorum at the Esquire special meeting, if you are present at the Esquire special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote “AGAINST” the proposal. Whether or not a quorum is present at the Esquire special meeting, if you are not present at the Esquire special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the outcome of such proposal.

Voting in Person at the Esquire Special Meeting

Esquire common shares held directly in your name as the shareholder of record may be voted in person at the Esquire special meeting. If you choose to vote your Esquire common shares in person, please bring the enclosed proxy card and proof of identification. Even if you plan to attend the Esquire special meeting, we recommend that you vote your Esquire common shares in advance as described above so that your vote will be counted if you later decide not to attend the special meeting.

If your shares are registered in “street name” in the name of a broker or other nominee and you wish to vote at the special meeting, you will need to obtain a legal proxy from your bank or brokerage firm. Please consult the voting form sent to you by your bank or broker to determine how to obtain a legal proxy in order to vote at the meeting. See “— Shares Held in Street Name” below for further information.

 

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Proxies

A holder of Esquire common stock may vote by proxy or in person at the Esquire special meeting. If you hold your shares of Esquire common stock in your name as a record holder, to submit a proxy, you, as a holder of Esquire common stock, may use one of the following methods:

•

by telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions;

​

•

through the internet: by visiting the website indicated on the accompanying proxy card and following the instructions; or

​

•

by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

​

Esquire requests that Esquire stockholders vote by telephone, over the internet or by completing and signing the accompanying proxy card and returning it to Esquire as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Esquire common stock represented by it will be voted at the Esquire special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Esquire share issuance proposal and “FOR” the Esquire adjournment proposal.

If you are a beneficial owner, the holder should check the voting form used by your bank, broker, trustee or other nominee to determine whether the holder may vote by telephone or the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Esquire special meeting. Sending in your proxy card or voting by telephone or on the internet will not prevent you from voting your shares personally at the meeting because you may revoke your proxy at any time before it is voted.

Shares Held in Street Name

If your shares are held in “street name” through a bank, broker, trustee or other nominee, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.

Further, banks, brokers, trustees or other nominees who hold shares of Esquire common stock on behalf of their customers may not give a proxy to Esquire to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Esquire special meeting, including the Esquire share issuance proposal and the Esquire adjournment proposal.

Revocability of Proxies

If you directly hold shares of Esquire common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at your meeting. You can do this by:

•

submitting a written statement that you would like to revoke your proxy to the corporate secretary of Esquire;

​

•

signing and returning a proxy card with a later date prior to the Esquire special meeting;

​

•

attending the Esquire special meeting and voting at the Esquire special meeting; or

​

•

voting by telephone or the internet at a later time prior to the Esquire special meeting.

​

If your shares are held in street name, you should follow your bank’s, broker’s, trustee’s or other nominee’s instructions regarding the revocation of proxies.

Attendance at the Esquire special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Esquire after the vote will not affect the vote. Written notices of

 

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revocation and other communications regarding the revocation of your proxy should be addressed to: Esquire Financial Holdings, Inc., 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753, Attention: Corporate Secretary. If the Esquire special meeting is postponed or adjourned, it will not affect the ability of Esquire stockholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to Esquire stockholders residing at the same address, unless such Esquire stockholders have notified Esquire of their desire to receive multiple copies of the joint proxy statement/prospectus.

Esquire will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/​prospectus to any Esquire stockholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Esquire’s proxy solicitor, Laurel Hill Advisory Group, LLC at the following address: 2 Robbins Lane, Suite 201, Jericho, NY 11753, or by calling toll-free at (888) 742-1305.

Solicitation of Proxies

Esquire and Signature will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, Esquire has retained Laurel Hill Advisory Group, LLC, and will pay them a fee of $7,500 which includes expenses for these services. Esquire and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of Esquire common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Esquire. No additional compensation will be paid to Esquire’s directors, officers or employees for solicitation.

Other Matters to Come Before the Esquire Special Meeting

Esquire management knows of no other business to be presented at the Esquire special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Esquire board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding Esquire’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Esquire Financial Holdings, Inc., 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753, telephone (516) 535-2002, or Esquire’s proxy solicitor, Laurel Hill Advisory Group, LLC at the following address: 2 Robbins Lane, Suite 201, Jericho, NY 11753, or by calling toll-free at (888) 742-1305.

 

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ESQUIRE PROPOSALS

PROPOSAL 1: ESQUIRE SHARE ISSUANCE PROPOSAL

Pursuant to the merger agreement, Esquire is asking Esquire stockholders to approve issuance of Esquire common stock to Signature shareholders. Esquire stockholders should read this joint proxy statement/​prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the transactions contemplated thereby. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the Esquire board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Esquire and Esquire stockholders. See “The Merger — Esquire’s Reasons for the Merger; Recommendation of Esquire’s Board of Directors” beginning on page 60 for a more detailed discussion of the Esquire board of directors’ recommendation.

The approval of the Esquire share issuance proposal by Esquire stockholders is a condition to the completion of the merger.

The Esquire board of directors unanimously recommends a vote “FOR” the Esquire share issuance proposal.

PROPOSAL 2: ESQUIRE ADJOURNMENT PROPOSAL

The Esquire special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Esquire special meeting to approve the Esquire share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Esquire stockholders. If, at the Esquire special meeting, the number of shares of Esquire common stock present or represented and voting in favor of Esquire share issuance proposal is insufficient to approve the Esquire share issuance proposal, Esquire intends to move to adjourn the Esquire special meeting in order to enable the Esquire board of directors to solicit additional proxies for approval of the Esquire share issuance proposal. In that event, Esquire will ask Esquire stockholders to vote upon the Esquire adjournment proposal, but not the Esquire share issuance proposal.

In this proposal, Esquire is asking Esquire stockholders to authorize the holder of any proxy solicited by the Esquire board of directors, on a discretionary basis (i) if there are not sufficient votes at the time of the Esquire special meeting to approve the Esquire share issuance proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Esquire stockholders, to vote in favor of adjourning the Esquire special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Esquire stockholders who have previously voted. Pursuant to the Esquire bylaws, the Esquire special meeting may be adjourned to a date not more than 120 days after the original record date without new notice being given, but if a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each shareholder of record entitled to vote at the meeting.

The approval of the Esquire adjournment proposal by Esquire stockholders is not a condition to the completion of the merger.

The Esquire board of directors unanimously recommends a vote “FOR” the Esquire adjournment proposal.

 

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THE SIGNATURE SPECIAL MEETING

This section contains information for Signature shareholders about the special meeting that Signature has called to allow Signature shareholders to consider and vote on the Signature merger proposal and the Signature adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the Signature special meeting and a form of proxy card that the Signature board of directors is soliciting for use by Signature shareholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The Signature special meeting will be held at [•] on [           ], 2026 at [           ], Central Time.

Matters to Be Considered

At the Signature special meeting, Signature shareholders will be asked to consider and vote upon the following proposals:

•

the Signature merger proposal; and

​

•

the Signature adjournment proposal.

​

Recommendation of Signature’s Board of Directors

The Signature board of directors recommends that you vote “FOR” the Signature merger proposal and “FOR” the Signature adjournment proposal. See “The Merger — Signature’s Reasons for the Merger; Recommendation of Signature’s Board of Directors” beginning on page 73 for a more detailed discussion of the Signature board of directors’ recommendation.

Record Date and Quorum

The Signature board of directors has fixed the close of business on [           ], 2026 as the record date for the determination of Signature shareholders entitled to notice of and to vote at the Signature special meeting. As of the Signature record date, there were [     ] shares of Signature common stock outstanding.

Holders of a majority of the outstanding shares of Signature common stock entitled to vote at the Signature special meeting must be present, either in attendance or by proxy, to constitute a quorum at the Signature special meeting. If you fail to submit a proxy prior to the special meeting or to vote at the Signature special meeting in person, your shares of Signature common stock will not be counted towards a quorum. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum, but not a broker non-vote or other failure to vote.

At the Signature special meeting, each share of Signature common stock is entitled to one (1) vote on all matters properly submitted to Signature shareholders.

As of the close of business on the record date, Signature directors and executive officers and their affiliates were entitled to vote an aggregate of [     ] shares of Signature common stock at the special meeting, which represents approximately [     ]% of the issued and outstanding shares of Signature common stock entitled to vote at the special meeting.

Each director and executive officer of Signature, solely in such director’s or executive officer’s capacity as a shareholder of Signature, has entered into a voting agreement with Esquire requiring each of them to vote all shares of Signature common stock owned by such director or executive officer in favor of the Signature merger proposal. As of the record date, these directors and executive officers held [     ] shares of Signature common stock, which represented approximately [     ]% of the outstanding shares of Signature common stock subject to voting agreements.

 

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Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Signature special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Signature special meeting. If your bank, broker, trustee or other nominee holds your shares of Signature common stock in “street name,” such entity will vote your shares of Signature common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Vote Required; Treatment of Abstentions and Failure to Vote

Signature merger proposal:

Vote required:   Approval of the Signature merger proposal requires the affirmative votes of at least two-thirds of the votes of the shares entitled to vote at the special meeting. Approval of the Signature merger proposal is a condition to the completion of the merger.

Effect of abstentions and failure to vote:   If you are present at the Signature special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote “AGAINST” the Signature merger proposal. If you are not present at the Signature special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have the same effect as a vote “AGAINST” the merger proposal.

Signature adjournment proposal:

Vote required:   If a quorum is present at the Signature special meeting, approval of the Signature adjournment proposal requires the affirmative vote of the majority of the shares represented at the special meeting and entitled to vote. In the absence of a quorum at the Signature special meeting, approval of the Signature adjournment proposal requires the affirmative vote of a majority of the shares of Signature common stock present at the Signature special meeting and entitled to vote on the Signature adjournment proposal.

Effect of abstentions and failure to vote:   If a quorum is present at the Signature special meeting, if you are present at the Signature special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on the outcome of such proposal. In the absence of a quorum at the Signature special meeting, if you are present at the Signature special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote “AGAINST” the proposal. Whether or not a quorum is present at the Signature special meeting, if you are not present at the Signature special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the outcome of such proposal.

Voting in Person at the Signature Special Meeting

Signature common shares held directly in your name as the shareholder of record may be voted in person at the Signature special meeting. If you choose to vote your Signature common shares in person, please bring the enclosed proxy card and proof of identification. Even if you plan to attend the Signature special meeting, we recommend that you vote your Signature common shares in advance as described above so that your vote will be counted if you later decide not to attend the special meeting.

If your shares are registered in “street name” in the name of a broker or other nominee and you wish to vote at the special meeting, you will need to obtain a legal proxy from your bank or brokerage firm. Please consult the voting form sent to you by your bank or broker to determine how to obtain a legal proxy in order to vote at the meeting. See “— Shares Held in Street Name” below for further information.

 

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Proxies

A holder of Signature common stock may vote by proxy or at the Signature special meeting. If you hold your shares of Signature common stock in your name as a record holder, to submit a proxy, you, as a holder of Signature common stock, may complete and return the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

Signature requests that Signature shareholders vote by completing and signing the accompanying proxy card and returning it to Signature as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Signature common stock represented by it will be voted at the Signature special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Signature merger proposal and “FOR” the Signature adjournment proposal.

If you are a beneficial owner, the holder should check the voting form used by your bank, broker, trustee or other nominee to determine whether the holder may vote by telephone or the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card whether or not you plan to attend the Signature special meeting in person. Sending in your proxy card will not prevent you from voting your shares personally at the meeting because you may revoke your proxy at any time before it is voted.

Shares Held in Street Name

If your shares are held in “street name” through a bank, broker, trustee or other nominee, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.

Further, banks, brokers, trustees or other nominees who hold shares of Signature common stock on behalf of their customers may not give a proxy to Signature to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Signature special meeting, including the Signature merger proposal and the Signature adjournment proposal.

Revocability of Proxies

If you directly hold shares of Signature common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at your meeting. You can do this by:

•

submitting a written statement that you would like to revoke your proxy to the corporate secretary of Signature;

​

•

signing and returning a proxy card with a later date prior to the Signature special meeting; or

​

•

attending the Signature special meeting and voting at the Signature special meeting; or

​

If your shares are held in street name, you should follow your bank’s, broker’s, trustee’s or other nominee’s instructions regarding the revocation of proxies.

Attendance at the Signature special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Signature after the vote will not affect the vote. Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to Signature Bancorporation, Inc., 9450 W. Bryn Mawr, Suite 300, Rosemont, Illinois 60018, Attention: John T. McEnroe, Corporate Secretary. If the Signature special meeting is postponed or adjourned, it will not affect the ability of Signature shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

 

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Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to Signature shareholders residing at the same address, unless such Signature shareholders have notified Signature of their desire to receive multiple copies of the joint proxy statement/prospectus.

Signature will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/​prospectus to any Signature shareholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Michael G. O’Rourke, Signature’s President and Chief Executive Officer, at the following address: Signature Bancorporation, Inc., 9450 W. Bryn Mawr, Suite 300, Rosemont, Illinois 60018, or by telephone at (847) 268-1001.

Solicitation of Proxies

Esquire and Signature will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. Signature may also request banks, brokers, trustees and other intermediaries holding shares of Signature common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Signature. No additional compensation will be paid to Signature’s directors, officers or employees for solicitation.

You should not send in any Signature stock certificates with your proxy card (or, if you are a beneficial owner, your voting instruction card). The exchange agent will mail a transmittal letter with instructions for the surrender of stock certificates to Signature shareholders as soon as practicable after completion of the merger.

Other Matters to Come Before the Signature Special Meeting

Signature management knows of no other business to be presented at the Signature special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Signature board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding Signature’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Signature Bancorporation, Inc., 9450 W. Bryn Mawr, Suite 300, Rosemont, Illinois 60018, telephone (847) 268-1001.

 

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SIGNATURE PROPOSALS

PROPOSAL 1: SIGNATURE MERGER PROPOSAL

Pursuant to the merger agreement, Signature is asking Signature shareholders to approve the merger agreement. Signature shareholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the transactions contemplated thereby. A copy of the merger agreement is attached to this joint proxy statement/​prospectus as Annex A.

After careful consideration, the Signature board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Signature and Signature shareholders. See “The Merger — Signature’s Reasons for the Merger; Recommendation of Signature’s Board of Directors” beginning on page 73 for a more detailed discussion of the Signature board of directors’ recommendation.

The approval of the Signature merger proposal by Signature shareholders is a condition to the completion of the merger.

The Signature board of directors unanimously recommends a vote “FOR” the Signature merger proposal.

PROPOSAL 2: SIGNATURE ADJOURNMENT PROPOSAL

The Signature special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Signature special meeting to approve the Signature merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Signature shareholders.

If, at the Signature special meeting, the number of shares of Signature common stock present or represented and voting in favor of the Signature merger proposal is insufficient to approve the Signature merger proposal, Signature intends to move to adjourn the Signature special meeting in order to enable the Signature board of directors to solicit additional proxies for approval of the Signature merger proposal. In that event, Signature will ask Signature shareholders to vote upon the Signature adjournment proposal, but not the Signature merger proposal.

In this proposal, Signature is asking Signature shareholders to authorize the holder of any proxy solicited by the Signature board of directors on a discretionary basis (i) if there are not sufficient votes at the time of the Signature special meeting to approve the Signature merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Signature shareholders, to vote in favor of adjourning the Signature special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Signature shareholders who have previously voted. Pursuant to the Signature bylaws, if less than a majority of the outstanding shares entitled to vote on a matter is represented at the special meeting, a majority of such shares so represented may adjourn the meeting from time to time without further notice.

The approval of the Signature adjournment proposal by Signature shareholders is not a condition to the completion of the merger.

The Signature board of directors unanimously recommends a vote “FOR” the Signature adjournment proposal.

 

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INFORMATION ABOUT THE COMPANIES

Esquire Financial Holdings, Inc.

Esquire Financial Holdings, Inc. is a financial holding company headquartered in Jericho, New York and registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Esquire Bank, National Association is Esquire’s wholly owned bank subsidiary and is a full service commercial bank dedicated to serving the financial needs of the legal and small business communities on a national basis, as well as commercial and retail customers in the New York and Los Angeles metropolitan markets. Esquire Bank offers tailored banking products and solutions to the legal community and their clients as well as dynamic and flexible payment processing solutions to small business owners, both on a national basis. It also offers traditional banking products for businesses and consumers in its local market areas (subsets of the New York and Los Angeles metropolitan markets). Esquire believes these activities, anchored by its legal community focus, generate a stable source of low cost core deposits and a diverse asset base to support its overall operations. Esquire Bank’s commercial loans tailored to the litigation market come with low cost core operating and escrow deposits, enhancing the overall yield on Esquire Bank’s loan portfolio, and enabling it to earn attractive risk-adjusted net interest margins. Additionally, its payment processing activities to small businesses nationally generate a relatively stable source of fee income.

As of December 31, 2025, Esquire had total consolidated assets of approximately $2.37 billion, total loans of approximately $1.76 billion, total deposits of approximately $2.06 billion and total consolidated stockholders’ equity of approximately $289.6 million.

Esquire’s principal executive offices are located at 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753, its phone number is (516) 535-2002 and its website is www.esquirebank.com. Additional information about Esquire and its subsidiaries is included in the documents incorporated by reference in this joint proxy statement/prospectus.

Merger Sub

Merger Sub, a direct, wholly owned subsidiary of Esquire, is a Maryland corporation that was incorporated for the sole purpose of effecting the merger. In the merger, Merger Sub will merge with and into Signature, with Signature surviving as a direct, wholly owned subsidiary of Esquire and the separate corporate existence of Merger Sub will cease.

Merger Sub’s principal administrative office is located at c/o Esquire Financial Services, Inc., 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753, its phone number is (516) 535-2002.

Signature Bancorporation, Inc.

Description of Business

Signature Bancorporation, Inc. is the parent bank holding 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.

As of December 31, 2025, Signature had total consolidated assets of approximately $2.00 billion, total loans of approximately $1.28 billion, total deposits of approximately $1.72 billion and total consolidated stockholders’ equity of approximately $219.8 million.

Signature’s principal executive offices are located at 9450 W. Bryn Mawr, Suite 300 Rosemont, Illinois 60018, its phone number is (847) 268-1001 and its website is www.signaturebank

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Signature’s Management’s Discussion and Analysis of Financial Condition and Results of Operations is attached as Annex E to this joint proxy statement/prospectus.

 

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Beneficial Ownership of Common Stock by Principal Shareholders and Management

The information contained herein has been obtained from Signature’s records and from information furnished directly to Signature by each individual or entity. Applicable percentage ownership in each of the tables is based on 1,290,275 shares of Signature common stock outstanding as of [           ], 2026, the record date for the Signature special meeting. Except as otherwise indicated in the footnotes to the table, the beneficial owners listed have sole voting and investment power as to all of the shares beneficially owned by them (or, where applicable, shared power with such individual’s spouse). As used herein, “voting power” is the power to vote or direct the voting of shares, and “investment power” is the power to dispose or direct the disposition of shares. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act; however, the inclusion of shares in the table below will not be deemed an admission of beneficial ownership of all the reported shares for any purpose. Except as otherwise indicated, the address for each shareholder listed in the table below is c/o Signature Bancorporation, Inc., 9450 W. Bryn Mawr, Suite 300, Rosemont, IL 60018.

Directors, Executive Officers and Principal Shareholders

The following tables set forth, as of [•], 2026, the record date for the Signature special meeting, holdings of Signature common stock by (i) each director of Signature; (ii) each executive officer of Signature; and (iii) all directors and executive officers of Signature as a group.

*

Denotes less than 1.0%.

​

(1)

In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner for purposes of this table of any shares of Signature common stock if he or she has or shares voting or investment power with respect to such shares, or has a right to acquire beneficial ownership at any time within 60 days from [•], 2026, the record date for the Signature special meeting. For purposes of calculating each person’s percentage ownership, shares issuable pursuant to stock options exercisable within 60 days from [•], 2026 are included as outstanding and beneficially owned for that person, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

​

(2)

Includes 2,646 shares held by Mr. Bastuga’s wife individually; Mr. Bastuga disclaims beneficial ownership of, and has no voting or dispositive power over, such shares.

​

Information Regarding Signature’s Executive Officers and Certain Directors

The following section provides biographical information regarding Signature’s Co-Founder, President and Chief Executive Officer, Mr. O’Rouke, and Signature’s Chairman, Leonard S. Caronia, each of whom will be appointed to the boards of Esquire and Esquire Bank as of the effective date of the merger.

 

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Michael “Mick” G. O’Rourke, Co-Founder, President, Chief Executive Officer and Director

Mr. O’Rourke (57) has served as President and CEO of Signature since 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 Masters degree from Loyola University in Chicago.

Leonard “Len” S. Caronia, Chairman of the Board

Mr. Caronia (74) is the Chairman of the Board of Signature and Signature Bank. He previously served as Global Head of Financial Institutions and Co-Chairman of the Financial Institutions Group at Macquarie Capital, which he joined in 2009 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. 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.

Executive and Director Compensation

Summary Compensation Table

The following table shows the compensation paid to or earned by Mr. O’Rourke, Signature’s named executive officer who is expected to serve as an executive officer or director of the continuing company, for the fiscal years ended December 31, 2025 and 2024.

(1)

In accordance with FASB ASC Topic 718, the reported amount represents the full grant date fair value of each stock option award. Options vest at 20% as of the first anniversary of the grant date and an additional 20% of the option is exercisable at each successive anniversary of the grant date. Mr. O’Rourke did not recognized any income from the awards during 2024 or 2025, but would recognize income in future years as the options are exercised. The assumptions used in the calculation of these amounts are included in Note 12 to our audited financial statements. Amounts reported are the grant date fair value (present value of the estimated future benefit to the option holder) of each option grant using the Black-Scholes option pricing model, and the actual value, if any, that may be realized will depend on the excess of the stock price over the exercise price on the date the option is exercised. Therefore, there is no assurance that the value of an option realized will be at or near the value shown above.

​

(2)

Represents reimbursement of annual club dues and car and cell phone allowances.

​

Employment Contracts, Termination of Employment, and Change-in-Control Arrangements

Mr. O’Rourke is a party to an existing employment agreement with Signature and Signature Bank, dated April 1, 2021. Mr. O’Rourke’s existing employment agreement will terminate at the effective time of the merger, upon which Mr. O’Rourke’s new employment agreement with Esquire Bank, as described above, will become effective. Under Mr. O’Rourke’s existing employment agreement with Signature and in connection with the merger, he will receive certain compensation benefits as a result of a change of control of Signature, which are described in detail under the section captioned “The Merger — Interests of Certain Signature Directors and Executive Officers in the Merger”.

 

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding the outstanding options that have been previously awarded to Mr. O’Rourke, the Signature named executive officer who is expected to serve as an executive officer or director of the continuing company, and which remain outstanding as of December 31, 2025.

(1)

Options vest at 20% as of the first anniversary of the grant date and an additional 20% of the option is exercisable at each successive anniversary of the grant date.

​

Director Compensation Table

The following table sets forth for the year ended December 31, 2025, certain information as to total compensation paid to Mr. Caronia, the non-employee director of Signature who is expected to serve as a director of the continuing company.

(1)

In accordance with FASB ASC Topic 718, the reported amount represents the full grant date fair value of the stock option award. Options vest at 20% as of the first anniversary of the grant date and an additional 20% of the option is exercisable as of each successive anniversary of the grant date. Mr. Caronia did not recognized any income from the awards during 2025, but would recognize income in future years as the options are exercised. The assumptions used in the calculation of these amounts are included in Note 12 to our audited financial statements. Amounts reported are the grant date fair value (present value of the estimated future benefit to the option holder) of the option grant using the Black-Scholes option pricing model, and the actual value, if any, that may be realized will depend on the excess of the stock price over the exercise price on the date the option is exercised. Therefore, there is no assurance that the value of an option realized will be at or near the value shown above.

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Related Party Transactions

In the ordinary course of Signature’s business, we have engaged and expect to continue engaging through our bank in ordinary banking transactions with our directors, executive officers, their immediate family members and companies in which they may have a 5% or more beneficial ownership interest, including loans to such persons. Any such loan is and was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time such loan was made as loans made to persons who were

 

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not related to us. These loans do not involve more than the normal credit collection risk and do not present any other unfavorable features to us.

There have been no other transactions since January 1, 2025, to which Signature has been a party, in which the amount involved exceeded or will exceed $120,000 or 1% of the average of Signature’s total assets as of the end of the last two completed fiscal years and in which either Mr. O’Rourke or Mr. Caronia, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

 

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THE MERGER

This section of the joint proxy statement/prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the merger. In addition, Esquire incorporates important business and financial information into this document by reference. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 139.

Terms of the Merger

Each of Esquire’s and Signature’s respective board of directors has approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, (i) Merger Sub will merge with and into Signature, with Signature as the surviving entity, (ii) immediately thereafter, Signature, as the surviving entity of the merger, will merge with and into Esquire, with Esquire as the surviving entity, and (iii) immediately thereafter, Signature Bank will merge with and into Esquire Bank, with Esquire Bank as the surviving bank.

Each share of Signature common stock issued and outstanding immediately prior to the effective time, except for dissenting shares and shares of Signature common stock owned by Signature as treasury stock or owned by Signature or Esquire (in each case, other than shares of Signature common stock (i) held in any employee benefit plans, trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (ii) held, directly or indirectly, by Signature or Esquire in respect of debts previously contracted), will be converted into the right to receive 2.630 shares of Esquire common stock, subject to adjustment. Signature shareholders who would otherwise be entitled to a fraction of a share of Esquire common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Esquire closing share value.

Each share of Signature common stock issued and outstanding immediately prior to the effective time, except for dissenting shares or certain shares owned by Esquire or Signature, will be converted into the right to receive 2.630 shares of Esquire common stock, subject to adjustment. Signature shareholders who would otherwise be entitled to a fraction of a share of Esquire common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Esquire closing share value.

The 2.630 exchange ratio is subject to adjustment, based on the aggregate sale proceeds received by Signature on the sale of four loans, which loans total approximately $70 million, prior to the closing (the “Schedule A Loans”). If any Schedule A Loans are sold prior to closing, then the exchange ratio will be adjusted based on the aggregate loan sales proceeds relative to the aggregate outstanding principal amount of such loans (the “Aggregate Schedule A Loan Balance’) with a maximum Exchange Ratio of 2.80, based on the sale of all Schedule A Loans and on a one hundred percent recovery of the Aggregate Schedule A Loan Balance, and a minimum Exchange Ratio of 2.50, based on a ten percent or less aggregate recovery from the sale of the Schedule A Loans (or no sales of Schedule A Loans) prior to closing. Any sale of a Schedule A Loan must qualify as an arms-length, non-recourse true sale under GAAP with no seller financing and no retention of seller ownership interest. Signature has initiated a sale process as to the Schedule A Loans.

No assurance can be made on whether Signature will successfully sell the Schedule A Loans and what proceeds, if any, Signature will receive upon the sale of the Schedule A Loans, nor whether any sale of such Schedule A Loans will occur prior to the Esquire special meeting or the Signature special meeting. Therefore, at the time of the Esquire special meeting and the Signature special meeting, Esquire stockholders and Signature shareholders may not know the exchange ratio nor the market value of the merger consideration that Signature shareholders will receive at the effective time.

The following table illustrates the application of this exchange ratio adjustment mechanism based on certain illustrative recovery rates of the Aggregate Schedule A Loan Balance:

 

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Esquire common stock is listed on Nasdaq under the symbol “ESQ.” Signature common stock is not listed or quoted on any exchange.

Esquire stockholders are being asked to approve the Esquire share issuance proposal and Signature shareholders are being asked to approve the Signature merger proposal. See the section entitled “The Merger Agreement” beginning on page 97 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

As part of its ongoing consideration and evaluation of its long-term prospects and strategies, Signature’s board of directors and senior management regularly review and assess Signature’s business strategies and objectives, including strategic opportunities and challenges, and consider various strategic options potentially available, with the goal of enhancing value and providing liquidity for Signature’s shareholders, and with consideration of the effects of such options on Signature’s employees, customers and the communities in which its wholly owned banking subsidiary, Signature Bank, operates. These strategic discussions have focused on, among other things, the business, competitive and regulatory environment facing financial institutions generally, and Signature Bancorporation in particular, as well as conditions and ongoing consolidation in the financial services industry. In addition, Signature’s Chief Executive Officer received, from time to time, informal inquiries from representatives of other financial institutions about potential business combinations and Signature’s board of directors has been regularly updated regarding these contacts.

Similarly, Esquire’s board of directors and senior management have from time to time engaged in reviews and discussions of long-term strategies and objectives and have considered ways to enhance Esquire’s performance and prospects in light of competitive, regulatory and other relevant developments, all with the goal of increasing long-term value for its shareholders. For Esquire, these reviews have included periodic discussions with respect to potential transactions that would further its strategic objectives and the potential benefits and risks of any such transactions. In addition, as part of its review, Esquire also evaluated the feasibility and value of expanding to new geographic markets, including geographic markets

 

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with a robust legal market. In particular, Esquire identified the greater Chicagoland market, among others, as a desirable geographic location into which it could successfully expand.

Following its Annual Meeting of Shareholders in 2024, Signature’s board of directors continued to discuss various options for enhancing shareholder value and providing liquidity to its shareholders. Based on such discussions, Signature’s board of directors reached out to certain investment banking firms to discuss strategic alternatives for Signature Bank. Specifically, between December 2024 and January 2025, certain representatives of Signature reached out to Raymond James and three other investment banking firms to explore such options. As part of these discussions, Signature’s board of directors received feedback from each of the investment banking firms regarding the feasibility of various alternatives for maximizing shareholder value and providing liquidity to shareholders, including potential merger transactions, such as merging with a smaller publicly-traded bank, a merger of equals or a sale to an upstream partner, a listing of Signature’s shares of common stock, an initial public offering, and other capital raising or recapitalization transactions. In addition, in late February 2025, Signature had additional discussions with representatives from Raymond James to discuss various potential merger and non-merger transactions that Signature could consider pursuing. Following these discussions, the board of directors further discussed and considered these strategic alternatives.

Over the next several months of 2025, Signature continued to operate its business in the normal course, which included responding to a few inbound inquiries from public banking institutions. Management also continued to have conversations with Raymond James and the other investment banking firms as to the viability of non-merger-related options for shareholder liquidity.

In June 2025, in connection with the periodic review of its strategic alternatives, Signature’s board of directors invited representatives of Raymond James to attend a meeting of the board of directors for discussion of various strategic options. On June 17, 2025, at the Board’s invitation, Raymond James attended a board meeting at which Raymond James engaged in a discussion of shareholder liquidity options that included options involving a merger transaction as well as non-merger transactions. These discussions included Raymond James’ analysis of the potential relative value propositions for Signature shareholders under each scenario, both as a stand-alone entity and as part of a merger with another bank. At the conclusion of this meeting, the Board authorized management to begin a process to explore strategic alternatives, including a merger with an upstream merger partner. A Special Committee of the Signature board that included directors Leonard Caronia, Mick O’Rourke, Kevin Bastuga, Bryan Duncan and John McEnroe, was created to lead this effort and to report back to the full board with updates.

In the weeks that followed and with the permission of the Special Committee, Raymond James contacted seven banks on Signature’s behalf. In connection with this outreach, members of the Special Committee met with representatives from each of the seven parties. These meetings enabled the Committee to better understand the interest levels and strategic approaches to a merger for each of the parties. In addition, the Committee was able to better understand the impact that a merger with each of the parties would have on current Signature Bank customers and constituents as well as their ability to continue to grow the business as a pro forma company. Ultimately, six of the seven banks contacted expressed interest and signed non-disclosure agreements in June and July of 2025. All six institutions were then invited into a data room which contained a limited amount of public and non-public information about Signature. Each party was informed that the Signature Board had scheduled a meeting for early August and were encouraged to provide an update on their respective interest in a merger transaction with Signature ahead of that meeting.

The seven banks contacted by Raymond James included Esquire. Esquire was the only party contacted that did not already have a physical Midwest banking presence. Esquire was brought into the process after Raymond James had a meeting with Esquire’s Vice Chairman, Chief Executive Officer and President, Andrew Sagliocca, in June 2025 and learned of Esquire’s interest in exploring acquisitions of high performing, commercially-focused banks in markets like Chicago. After sharing Esquire’s potential interest with the Special Committee, Raymond James officially brought Esquire into the process. Esquire signed a Non-Disclosure Agreement in early July 2025. During the week of July 7, 2025, Mr. Sagliocca flew to Chicago and met with Messrs. O’Rourke and Caronia as well as a representative of Raymond James.

On July 25, 2025, Raymond James received a non-binding indication of interest from one of the five parties that entered into a confidentiality agreement, which we refer to as Bank A. Bank A proposed an all

 

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stock transaction pursuant to which it would issue shares of its publicly-traded common stock. Based on this party’s then-current stock price, the proposed per share merger consideration was approximately $243.00. In addition, a second party, which we refer to as Bank B, indicated that it would consider paying a per share merger price of between $240.00 to $250.00. A third party, which we refer to as Bank C, indicated that it was interested in pursuing a potential transaction, but due to the fact that it was currently working to complete certain pending transactions, it inquired as to the feasibility of submitting a bid in the fourth quarter of 2025. This party was informed that Signature intended to move forward with its current process, but would keep this party apprised of any relevant future developments. The two other parties that signed a confidentiality agreement each indicated that it did not think that it was then in a position to make an offer that would be compelling to Signature and its shareholders.

On July 23, 2025 the Strategic Oversight Committee of the Esquire board of directors held a special meeting, with management and Piper Sandler in attendance, and discussed financial and other terms of a possible merger transaction with Signature. The Strategic Oversight Committee authorized management to submit a non-binding indication of interest for an acquisition of Signature. On July 30, 2025, Esquire submitted an initial non-binding indication of interest pursuant to which it proposed an all stock merger transaction, with an exchange ratio of 3.1315 Esquire shares for each share of Signature common stock, resulting in a proposed per share merger price of approximately $304.51 based on Esquire’s then current stock price.

On August 5, 2025, Signature’s board of directors met with representatives from Raymond James and representatives from Signature’s outside counsel, Vedder Price P.C. During this meeting, Raymond James reviewed in detail the indications of interest received by the applicable parties as well as the status of the discussions with the other parties that executed confidentiality agreements. In addition, Raymond James provided the board with a summary of its view of a current valuation of Signature as a standalone entity, as well as information on the value of other comparable banking organizations, and reviewed pricing information for recent strategic transactions involving banking organizations that are similar to Signature. The board then engaged in further discussions regarding Signature’s value on a standalone basis as well as recent bank M&A transactions and the outlook for bank M&A going forward. Raymond James then noted that Signature could consider a number of possible next steps, including engaging in further discussions with each of the parties that submitted initial indications of interest to see if they could improve their offers, or deciding to remain as a standalone entity. Vedder Price also reviewed with the board of directors its fiduciary duties in connection with considering strategic alternatives. After discussing these alternatives in depth, the board of directors determined that it was in the best interest of Signature and its shareholders to continue discussions with the three parties that submitted an initial indication of interest and determine if such parties could refine and improve their indications of interest given Signature’s standalone value. In addition, the board also determined to continue to consider other strategic alternatives, including remaining independent and paying a dividend and/or engaging in a stock offering or stock repurchase transaction. Based on the foregoing, the board of directors asked Raymond James to follow up with the three parties that submitted an indication of interest and determine if they could refine and improve their offers.

As a result, during early to mid-August, Raymond James reached out to each of the three parties that had provided an indication of interest to determine if they could provide an updated offer. In particular, Esquire indicated that it was interested in engaging in further discussions with Signature about the terms of a potential transaction. As a result, the board of directors suggested that representatives of Esquire be invited to meet with the Signature board of directors, and on August 13, 2025, representatives of Esquire met with the Signature board to discuss Esquire’s offer and its potential fit and strategy with Signature.

On August 18, 2025, the board of directors met with representatives from Raymond James and Vedder Price to discuss the status of discussions with the three parties that provided an indication of interest. In particular, Raymond James noted that Bank A and Bank B each indicated that it would not be able to further refine or improve its offer at this time, due primarily to the level at which their respective publicly-traded common stock was currently trading. In addition, Raymond James reported that Bank C had contacted Raymond James and indicated a willingness to proceed towards a transaction in the range of $255.00 to $265.00 per share but would be unable to engage in formal discussions until some time in the following quarter. The board then discussed a possible transaction with Esquire. The board noted that its meeting with Esquire representatives on August 13, 2025 was positive, that Esquire’s management team was

 

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engaged during the meeting and that Esquire appeared interested in pursuing a potential transaction with Signature. The board determined that a merger with Esquire could be very attractive for Signature’s shareholders if they could reach agreement on the material terms of a transaction. After further reviewing and discussing Esquire’s initial indication of interest, the board of directors determined that it was appropriate to continue negotiations with Esquire, and directed the Special Committee to continue to explore a transaction with Esquire and authorized Raymond James to continue negotiations with Esquire and its financial advisor. In addition, the board also determined that it would conduct a further analysis of the other strategic alternatives previously considered by the board, including remaining independent and/or going public, to ensure that all stand-alone liquidity options had been explored and exhausted prior to moving forward with a potential sale of the Company. As a result, the board requested that Raymond James provide an updated analysis of a potential initial public offering for Signature.

On August 25, 2025, Signature’s board of directors met again to discuss the status of negotiations with Esquire and review an analysis prepared by Raymond James regarding a potential initial public offering transaction. With respect to a potential IPO, Raymond James discussed recent IPO transactions, potential pricing and post-transaction trading, and the general time line for an IPO transaction. The board then engaged in a discussion regarding an IPO transaction, noting that pricing may not be as favorable for shareholders as a merger transaction, the process could take 9-12 months or more to complete and would involve higher execution risk, and would likely require additional investments in risk, compliance and financial reporting activities. In addition, the board discussed the potential benefits associated with a transaction with Esquire based on the terms contained in the indication of interest provided by Esquire, and noted that Esquire’s management team planned to meet with Signature’s management team to further discuss the terms of a potential transaction. Based on its review and discussion, the board determined that it was in the best interests of Signature’s shareholders to further pursue a merger transaction rather than an IPO or similar transaction.

Throughout the remainder of August and early September, Signature and Raymond James continued to engage in discussions with Esquire and its financial advisor, Piper Sandler, regarding proposed deal terms. During this time, the parties discussed a proposed increase to the exchange ratio and certain other terms, including Esquire providing up to three board seats on its board for certain Signature directors and an exclusivity period during which the parties would negotiate the terms of a definitive agreement.

At a special meeting on September 2, 2025, the Esquire board directors met with Piper Sandler and Luse Gorman and discussed the submission of an updated non-binding indication of interest for an acquisition of Signature. On September 3, 2025, Esquire provided Signature with an updated non-binding indication of interest reflecting an exchange ratio of 3.2 Esquire shares for each share of Signature common stock. The updated indication of interest also included, among other things, a provision providing for up to three board seats on Esquire’s board for certain Signature directors and a binding period of exclusivity to allow for an appropriate due diligence period. On September 9, 2025, the Signature board of directors met and discussed the updated indication of interest. The board determined that the updated exchange ratio was acceptable and directed Raymond James to further negotiate certain non-financial terms.

Following additional negotiation of certain non-financial terms, Esquire submitted an updated indication of interest on September 16, 2025 that included, among other things, the proposed exchange ratio of 3.2, up to three board seats on Esquire’s board for Signature representatives, downside protection for Signature in the event of a material decrease in the price of Esquire’s common stock, and an exclusivity period to allow the parties to negotiate definitive agreements. Based on the revised exchange ratio and Esquire’s then-current stock price, the proposed per share merger consideration was approximately $313.92. Signature’s board of directors reviewed and approved the updated indication of interest on September 17, 2025 and Signature executed the updated indication of interest on September 18, 2025.

Following execution of the indication of interest, and continuing throughout October and early November 2025, Esquire engaged in an in-depth due diligence review of Signature, including an extensive third-party review of Signature’s loan portfolio. In addition, Signature began its reverse due diligence review of Esquire at this time.

During this due diligence process, Esquire identified a limited number of credits that it believed had begun to experience some stress, resulting in a higher risk profile for these credits. Based on the results of

 

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this loan review as well as discussions between the parties regarding these particular credits, which we refer to as the Schedule A Loans, it was agreed that Signature would take approximately 30 days to develop a plan for resolving these credits.

In early December, the parties engaged in further discussions regarding the plan for resolving the Schedule A loans. Signature indicated that it believed that the best opportunity for maximizing value for the Schedule A loans would involve a process that would take multiple months, as opposed to trying to sell the loans in the near term. As a result, and in the interest of continuing negotiations while the process for resolving the loans continued, rather than stopping negotiations during this time period, Esquire delivered an updated indication of interest on December 12, 2025. The updated indication included a revised exchange ratio of 2.60 Esquire shares for each share of Signature common stock, that would be reduced for any loss taken on the sale of the Schedule A Loans prior to the closing of a transaction. Based on a proposed exchange ratio of 2.60 and Esquire’s then-current stock price, the proposed per share merger consideration was approximately $278.28.

Following receipt of the December 12, 2025 indication of interest from Esquire, the Signature Special Committee and Raymond James met to discuss and analyze the revised offer. In addition, the Special Committee and Raymond James discussed the proposed plan for resolving the Schedule A Loans. Following these discussions, the Signature board of directors met on December 22, 2025 to discuss the December 12, 2025 indication of interest and proposed counter proposals to be made to Esquire. After discussing the December 12, 2025 indication of interest and the proposed plan for resolving the Schedule A Loans, the board directed Raymond James to propose a revised exchange ratio of 3.0 Esquire shares for each share of Signature common stock.

On December 24, 2025, Esquire delivered an updated indication of interest with a 2.80 exchange ratio, provided the Schedule A Loans were sold at par prior to closing, and if such loans were sold below par, then the exchange ratio would be reduced for any such loss taken on the sale of those loans prior to the closing of a transaction. Based on the updated exchange ratio and Esquire’s then current stock price, the proposed per share merger consideration was approximately $297.98. Signature’s board of directors subsequently met to discuss the updated indication of interest, and agreed that the revised exchange ratio was acceptable, and requested that certain changes be made to the indication of interest to reflect that Signature would obtain a report from a third party providing for indicative values for the Schedule A Loans. On January 4, 2026, the parties entered into an updated indication of interest that incorporated the 2.80 exchange ratio.

Pursuant to the January 4, 2026 indication of interest, Signature retained Clark Street Capital, a firm specializing in the valuation and sale of loans, to provide indicative values for the Schedule A Loans. These indicative values were received in early February and the aggregate value for all of the Schedule A Loans was equal to 79% of par for such loans.

At a regular meeting held on January 30, 2026 and at a special meeting held on February 11, 2026, with Piper Sandler in attendance at each meeting, the Esquire board again discussed with management the results of the due diligence investigation of Signature, including the Schedule A Loans and the Clark Report, the rationale for the transaction, and reviewed a financial analysis of an exchange ratio that took into account various recoveries on the Schedule A Loans prior to the closing of a transaction. Following these meetings, Esquire provided a further updated indication of interest to Signature on February 11, 2026. This indication of interest proposed a 2.63 exchange ratio that valued the Schedule A Loans, on an aggregate basis, at 50% of par. The exchange ratio would be subject to upward or downward adjustment based on whether the loans were sold for more or less than 50% of par, provided the exchange ratio would not exceed 2.80 as that exchange ratio was based on the loans being sold at 100% of par. Based on the updated exchange ratio of 2.63 and Esquire’s then current stock price, the proposed per share merger consideration was approximately $307.39. The Signature board of directors reviewed and approved the updated indication of interest with the revised exchange ratio, and the updated indication of interest was executed by the parties on February 14, 2026.

On February 15, 2026, Esquire’s counsel, Luse Gorman, provided to Signature’s counsel, Vedder Price P.C., initial drafts of the definitive merger agreement and ancillary documents, including the bank merger agreement, voting agreement and forms of the employment agreement and lock-up agreement to be entered into by Signature’s executive management team of Michael O’Rourke, Kevin Bastuga and Bryan Duncan.

 

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Over the course of the following weeks, the parties and their respective financial and legal advisors negotiated the principal terms of the merger agreement. In particular the parties worked through due diligence issues requiring resolution prior to execution of the definitive agreement, discussed employment and related benefit plan matters, and negotiated the terms of representations and warranties for both sides, covenants for both sides and termination rights and fees. In addition, each party prepared drafts of disclosure schedules listing certain supplemental information and exceptions to the representations and warranties contained in the merger agreement. While negotiating the definitive merger agreement, the parties and their representatives continued to conduct ongoing, reciprocal comprehensive due diligence regarding the business, operations and markets of the other party.

During this time, Signature Bancorporation and Esquire Financial continued to negotiate the terms of the transaction, including the treatment of any Schedule A Loan that was not sold prior to closing and the impact of such retained loan on the exchange ratio. The parties agreed that any such Schedule A Loan that is not sold prior to closing will be deemed to transfer to Esquire at a value equal to 10% of par. As a result, the parties agreed that the exchange ratio of 2.63 may be adjusted upward to a maximum exchange ratio of 2.80 or adjusted downward to a minimum exchange ratio of 2.50, depending on whether the Schedule A Loans are sold, and at what price, and/or retained at closing. In addition, the parties agreed that Signature may request to move the closing date back by up to 30 days following the receipt of all regulatory approvals and lapse of all required regulatory waiting periods, provided in no event will such extension go beyond September 1, 2026.

Throughout February and early March, the Signature Special Committee provided updates to the Signature board of directors regarding the status of the negotiation of the definitive agreements, and the board indicated that the Special Committee should continue the negotiation of the definitive agreements with Esquire.

As a result, the parties continued to work through open due diligence issues and negotiated the remaining open terms of the merger agreement and ancillary agreements, such as the voting agreement to be entered into by the directors and certain executive officers of Signature, the bank merger agreement for the merger of Signature Bank with and into Esquire Bank, and the employment and lock-up agreements for Signature’s executive management team. The parties and their respective advisors continued to review and exchange updated drafts of the definitive agreement, ancillary agreements and draft disclosure schedules.

On March 11, 2026, Signature’s board of directors met to review (i) a substantially final, negotiated version of the merger agreement and related ancillary agreements, (ii) a fiduciary duty outline prepared by Vedder Price regarding the board’s fiduciary duties in considering and voting on the proposed strategic transaction, (iii) a summary of the material terms of the merger agreement and related ancillary agreements prepared by Vedder Price, (iv) a financial presentation from Raymond James and (v) a draft board resolution relating to the proposed transaction. Vedder Price discussed the fiduciary obligations of Signature’s directors in considering a sale or merger of the company and answered director questions on the topic. Vedder Price also provided a comprehensive review of the proposed merger agreement. Various provisions of the merger agreement were discussed and director questions regarding the merger agreement were asked and answered. Raymond James reviewed the financial aspects of the proposed merger, including financial analyses performed by Raymond James regarding the exchange ratio. For purposes of its analysis, Raymond James assumed an exchange ratio of 2.73, assuming the sale of the Schedule A Loans at an aggregate value equal to 79% of par. Based on this exchange ratio, Raymond James rendered to the Signature board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Raymond James as set forth in its opinion, such exchange ratio was fair, from a financial point of view, to the holders of Signature Bancorporation common stock.

The Signature board of directors then engaged in a detailed and extensive discussion of the merger agreement and Raymond James’ financial analyses. The Signature board considered the valuation of Signature as a stand-alone entity and discussed the attributes of Esquire’s common stock, including its recent market performance, its dividend payout ratio, its trading volume and its relative valuation compared to its peers. The board of directors also discussed Esquire’s commitment to build on Signature Bank’s commercial lending programs. The board also discussed Esquire’s business culture and philosophy. Following extensive discussion and questions and answers, including consideration of the factors described under

 

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“Recommendation of the Signature Bancorporation Board of Directors and Reasons for the Merger,” Signature’s board of directors determined that the merger agreement and the transactions contemplated thereby, including the merger, were in the best interests of Signature and its shareholders and authorized Signature’s management to execute and deliver the merger agreement and applicable ancillary documents. Following the Signature board of directors meeting, representatives of Signature informed Esquire that the Signature board had approved the merger agreement and the proposed transaction.

On March 9, 2026, Esquire’s board of directors held a special meeting to discuss the proposed transaction and to review the merger agreement. Mr. Sagliocca provided an overview of the process that led to the transaction and the due diligence review of Signature. Representatives of Luse Gorman reviewed in detail the terms of the agreement, as well as other legal issues, including the board’s fiduciary duties. Further, representatives of Piper Sandler reviewed with the board of directors its analysis of the financial terms contained in the merger agreement and stated that it was prepared to deliver its opinion to the effect that the exchange ratio was fair, from a financial point of view, to Esquire. The board again discussed the advantages and rationales for proceeding with the transaction. On March 11, 2026, the Esquire board again held a special meeting to discuss the merger with Signature. Luse Gorman and Piper reviewed again the financial and legal terms of the merger agreement and related documents. Piper Sandler delivered to the board of directors its opinion to the effect that, as of such date, the exchange ratio was fair, from a financial point of view, to Esquire. Based on this and its previous discussions, the Esquire board of directors unanimously determined that it was in the best interests of Esquire’s shareholders to proceed with the transaction on the terms provided in the merger agreement and unanimously approved the merger agreement and the issuance of shares as part of the merger consideration as contemplated in the agreement. Representatives of Esquire reported the board’s actions to Signature’s representatives following the meeting.

Following the March 11 Esquire board meeting, the parties’ representatives finalized the merger agreement, ancillary agreements and disclosure schedules and the parties executed the merger agreement. On the morning of March 12, 2026, Signature and Esquire issued a joint press release announcing the transaction.

Esquire’s Reasons for the Merger; Recommendation of Esquire’s Board of Directors

After careful consideration, the Esquire board of directors, at a special meeting on March 11, 2026, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the mergers and the issuance of Esquire common stock, are advisable and fair to and in the best interests of Esquire and its shareholders, (ii) approved and adopted the merger agreement, and the transactions contemplated thereby (including the merger, the second-step merger and the bank merger) and (iii) recommended the approval by Esquire stockholders of the Esquire share issuance proposal and the other matters to be voted on at the Esquire special meeting.

In reaching this decision, the Esquire board of directors evaluated the merger agreement, the mergers and the other matters contemplated by the merger agreement in consultation with Esquire’s senior management, as well as with Esquire’s legal and financial advisors, and considered a number of factors, including, but not limited to, the following:

•

each of Esquire’s and Signature’s business, operations, financial condition, asset quality, earnings and prospects;

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the combined company’s anticipated position as a top-tier bank with greater national scale and geographic and business line diversification, including the fact that the merger reduces Esquire’s litigation vertical loan and funding concentrations from more than 70% to below 50%;

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•

the lack of overlap between the footprints of Esquire and Signature, which will expand Esquire’s banking opportunities in the Chicago metropolitan market, which is the fourth largest law firm market in the country and the third largest for contingency fee law firms according to Esquire’s data;

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•

Signature’s relationship focused and branch-lite business model, and the opportunities Signature is expected to bring to the continuing corporation, which will enhance its ability to serve customers by providing the products, technology and convenience of a larger bank, while maintaining a commercial relationship banking model experience;

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•

the complementary nature of Esquire’s and Signature’s products, which Esquire believes should provide the opportunity to mitigate risks, generate additional capital and increase potential returns;

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•

the ability to leverage Esquire’s investments in technology across a greater number of customers;

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the expanded possibilities for growth that would be available to the continuing corporation, given its larger size, asset base, capital and footprint;

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•

the complementary nature of the cultures and operational philosophies of the two companies, including with respect to their banking business model, strategic focus, target markets, client services, credit cultures, risk profiles and community commitment, and the Esquire board’s belief that the complementary cultures will facilitate the successful integration and implementation of the transaction;

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•

the effectiveness of the merger as a method of implementing and accelerating Esquire’s strategies for growing and expanding the clients it is able to serve and support;

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•

the anticipated pro forma financial impact of the merger on the continuing corporation, including the expected positive impact on financial metrics, including earnings per share and tangible book value;

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•

its understanding of the current and prospective environment in the financial services industry, including national, regional and local economic conditions, the interest rate and regulatory environments, the accelerating pace of technological change in the financial services industry, operating costs resulting from regulatory and compliance mandates, scale and marketing expenses, increasing competition from both banks and non-bank financial and financial technology firms, current financial market conditions, current employment market conditions and the likely effects of these factors on Esquire’s potential growth, development, productivity and strategic options both with and without the merger;

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•

its review of and discussions with Esquire’s senior management and advisors concerning Esquire’s due diligence examination of Signature, including the review of its loan portfolio, including the Schedule A Loans;

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•

the fact that Esquire shareholders will own approximately 72% of the continuing corporation’s common stock;

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•

the fact that the 2.630 exchange ratio is subject to adjustment based on the aggregate sale proceeds received by Signature on the sale of the Schedule A Loans;

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•

the provisions of the merger agreement setting forth the corporate governance of the continuing corporation, including that upon the closing, the continuing corporation’s board of directors would be comprised of all of Esquire’s directors and two legacy Signature directors as of the effective time;

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•

the support of the merger and the other transactions contemplated by the merger agreement by all of the directors of Esquire and Signature, and the fact that each of the Signature executive officers and directors entered into voting agreements pursuant to which, among other things, each agreed to (i) vote the shares of Signature common stock which he or she beneficially owns and/or is the registered owner of and has the sole right and power to vote or direct the disposition in favor of the Signature merger proposal and (ii) not transfer such shares of Signature common stock prior to the Signature special meeting, with certain limited exceptions;

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•

the fact that Signature’s top three executive officers have signed new employment agreements with Esquire and will oversee commercial business development and operations in the Chicago metropolitan market;

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•

the fact that each of the Signature executive officers entered into lock-up agreements pursuant to which, among other things, each agreed to (i) other than with respect to 5% of the Esquire common stock received by or to be received by the executive pursuant to the merger agreement, not sell or dispose of any shares of the Esquire common stock received by or to be received by the executive pursuant to the merger agreement for 365 days following the effective time; (ii) not sell or dispose of more than 33% of the Esquire common stock received by or to be received by the executive pursuant to the merger agreement between 366 days and 730 days following the effective time; and (iii) not sell

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or dispose of more than 66% of the Esquire common stock received by or to be received by the executive pursuant to the merger agreement between 731 days and 1,095 days following the effective time;

•

its expectation that Esquire will retain its strong capital position and asset quality upon completion of the merger;

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its expectation that the requisite regulatory approvals and other approvals for the merger, the second-step merger and the bank merger could be obtained in a timely fashion;

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the opinion, dated March 11, 2026, of Piper Sandler to Esquire’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Esquire of the exchange ratio in the merger, as more fully described below under “— Opinion of Esquire’s Financial Advisor”; and

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its review with Esquire’s outside legal counsel of the material terms of the merger agreement, including the representations and warranties, covenants, deal protection and termination provisions, tax treatment and closing conditions.

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The Esquire board of directors also considered the potential risks related to the proposed transaction. The board concluded that the anticipated benefits of combining with Signature were likely to outweigh these risks substantially. These potential risks included:

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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 difficulties arising from, the integration of the two companies or as a result of general economic and market conditions and competitive factors in the areas where Esquire and Signature operate businesses;

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the costs to be incurred in connection with the merger and the integration of Signature’s business into Esquire’s and the possibility that the proposed transaction and the integration may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

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the merger’s effect on the continuing corporation’s regulatory capital levels;

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the possibility of encountering difficulties in achieving anticipated cost savings in the amounts currently estimated or within the time frame currently contemplated;

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the possibility of encountering difficulties in successfully integrating the businesses, operations and workforces of Esquire and Signature and Esquire Bank and Signature Bank;

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the risk of losing key Esquire or Signature employees during the pendency of the merger and following closing;

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the diversion of management attention and resources from the operation of Esquire’s business while working to complete the merger and integrate the two companies;

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the risks related to the sale of the Schedule A Loans, including (i) the fact that the exchange ratio may be adjusted upward, which would cause Esquire to issue additional shares of its capital stock in connection with the merger, and (ii) the possibility that no Schedule A Loans will be sold prior to closing thereby increasing the combined non-performing assets;

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the risk that, because the exchange ratio under the merger agreement will not be adjusted for changes in the market price of Esquire common stock or Signature common stock, the value of the shares of Esquire common stock to be issued to Signature shareholders upon the completion of the merger could be significantly more than the value of such shares immediately prior to the announcement of the parties’ entry into the merger agreement;

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the risk that the regulatory and other approvals required in connection with the merger, second-step merger and the bank merger may not be received in a timely manner or at all or may impose disadvantageous conditions;

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the dilution caused by Esquire’s issuance of additional shares of its capital stock in connection with the merger;

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•

the potential for legal claims challenging the merger; and

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the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” in this joint proxy statement/prospectus on pages 30 and page 28, respectively.

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The foregoing discussion of the information and factors considered by the Esquire board of directors is not intended to be exhaustive, but includes the material factors considered by the board. In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the Esquire board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board considered all these factors as a whole, including discussions with, and questioning of, Esquire’s management and Esquire’s independent financial and legal advisors, and overall considered the factors to support its determination.

For the reasons set forth above, the Esquire board of directors determined that the merger agreement and the transactions contemplated thereby (including the mergers and the issuance of shares to the holders of Signature common stock) are advisable and fair to and in the best interests of Esquire and its shareholders.

Certain of Esquire’s directors and executive officers have other interests in the merger that are different from, or in addition to, those of Esquire’s shareholders generally, as discussed under the caption “The Merger — Interests of Esquire Directors and Executive Officers in the Merger,” below. The Esquire board of directors was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to Esquire stockholders.

It should be noted that this explanation of the reasoning of the Esquire board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 28.

Opinion of Esquire’s Financial Advisor

Esquire retained Piper Sandler to act as financial advisor to Esquire’s board of directors in connection with Esquire’s consideration of a possible business combination with Signature. Esquire selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm which specializes in financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler acted as financial advisor to Esquire’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the March 11, 2026 meeting at which Esquire’s board of directors considered the merger and the merger agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on March 11, 2026, to the effect that, as of such date, the exchange ratio was fair, from a financial point of view, to Esquire. The full text of Piper Sandler’s opinion is attached as Annex C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Esquire common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Piper Sandler’s opinion was directed to the board of directors of Esquire in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any stockholder of Esquire as to how any such stockholder should vote at any meeting of stockholder called to consider and vote upon the approval of the merger and the merger agreement, or the transactions contemplated thereby, including the Esquire share issuance. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to Esquire and did not address the underlying business decision of Esquire to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any

 

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other alternative transactions or business strategies that might exist for Esquire or the effect of any other transaction in which Esquire might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Esquire or Signature, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

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an execution copy of the merger agreement;

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certain publicly available financial statements and other historical financial information of Esquire that Piper Sandler deemed relevant;

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certain publicly available financial statements and other historical financial information of Signature that Piper Sandler deemed relevant;

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publicly available median analyst earnings per share estimates for Esquire for the years ending December 31, 2026 and December 31, 2027, as well as an estimated long-term annual loan and earnings per share growth rate for the years ending December 31, 2028 through December 31, 2030 and estimated annual dividends per share for Esquire for the years ending December 31, 2026 through December 31, 2030, as provided by the senior management of Esquire;

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certain financial projections for Signature for the year ending December 31, 2026, as well as estimated long-term annual loan and net income growth rates for the years ending December 31, 2027 through December 31, 2030, as provided by the senior management of Esquire;

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•

the relative contribution of loans, assets, deposits and equity of Esquire and Signature to the combined company in the merger;

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•

the pro forma financial impact of the merger on Esquire based on certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as provided by the senior management of Esquire;

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•

the publicly reported historical price and trading activity for Esquire common stock, including a comparison of certain stock market information for Esquire common stock and certain stock indices, as well as similar publicly available information for certain other similar companies, the securities of which are publicly traded;

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•

a comparison of certain financial and market information for Esquire and Signature with similar financial institutions for which information is publicly available;

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•

the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available;

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•

the current market environment generally and the banking environment in particular; and

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such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant.

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Piper Sandler also discussed with certain members of the senior management of Esquire the business, financial condition, results of operations and prospects of Esquire and held similar discussions with certain members of the senior management of Signature and its representatives regarding the business, financial condition, results of operations and prospects of Signature.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by Esquire or Signature or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective managements of Esquire and Signature that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler

 

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did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Esquire or Signature or any of their respective subsidiaries, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Esquire or Signature or any of their respective subsidiaries. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for credit losses of Esquire or Signature, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to Esquire or Signature or any of their respective subsidiaries. Piper Sandler assumed, with Esquire’s consent, that the respective allowances for credit losses for both Esquire and Signature were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used publicly available median analyst earnings per share estimates for Esquire for the years ending December 31, 2026 and December 31, 2027, as well as an estimated long-term annual loan and earnings per share growth rate for the years ending December 31, 2028 through December 31, 2030 and estimated annual dividends per share for Esquire for the years ending December 31, 2026 through December 31, 2030, as provided by the senior management of Esquire. In addition, Piper Sandler used certain financial projections for Signature for the year ending December 31, 2026, as well as estimated long-term annual loan and net income growth rates for the years ending December 31, 2027 through December 31, 2030, as provided by the senior management of Esquire. Piper Sandler also received and used in its pro forma analysis certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as provided by the senior management of Esquire. With respect to the foregoing information, the senior management of Esquire confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available median analyst estimates referred to above, were consistent with) the best currently available estimates and judgments of senior management as to the future financial performance of Esquire and Signature, respectively, and Piper Sandler assumed that the future financial performance reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of Esquire or Signature since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that Esquire and Signature would remain as going concerns for all periods relevant to its analyses.

Piper Sandler also assumed, with Esquire’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Esquire, Signature, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Piper Sandler expressed no opinion as to any legal, accounting or tax matters relating to the merger and the other transactions contemplated by the merger agreement. om

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of Esquire common stock at any time, or what the value of Esquire common stock will be once it is actually received by the holders of Signature common stock.

 

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