{"url_path":"/sec/esq/8-k/2026-06-09/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 ****Financial Statements and Exhibits.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1531031/0001104659-26-071835-index.html","accession_number":"0001104659-26-071835","cik":"0001531031","ticker":"ESQ","issuer_name":"Esquire Financial Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1531031/0001104659-26-071835-index.html","primary_entity_key":"0001531031","primary_entity_name":"Esquire Financial Holdings, Inc."},"word_count":1328,"has_tables":true,"body_markdown":"**Item 9.01****Financial Statements and Exhibits.**\n\n \n\n(d) Exhibits.\n\n \n\nExhibit No\n \nDescription\n\n[Exhibit 99.1](tm2617366d1_ex99-1.htm)\n \n[Press Release dated June 9, 2026](tm2617366d1_ex99-1.htm)\n\nExhibit 104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n \n\n \n\n \n\n**Forward-Looking Statements**\n\n** **\n\nThis Current Report on Form 8-K and\nthe exhibits filed herewith include “forward-looking statements” within the meaning of the Private Securities Litigation Reform\nAct of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,\nas amended, with respect to Esquire’s and Signature’s beliefs, goals, intentions, and expectations regarding the proposed\ntransaction, revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates\nof future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate\nand other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed\ntransaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that\nare not historical facts.\n\n \n\nForward-looking statements are\ntypically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,”\n“estimate,” “forecast,” “project,” “should,” and other similar words and expressions,\nand are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without\nlimitation, those relating to the terms, timing and closing of the proposed transaction.\n\n \n\nAdditionally, forward-looking statements\nspeak only as of the date they are made; Esquire and Signature do not assume any duty, and do not undertake, to update such forward-looking statements,\nwhether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore,\nbecause forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ,\npossibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond\nthe control of Esquire and Signature. Such statements are based upon the current beliefs and expectations of the management of Esquire\nand Signature and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised\nagainst placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include\nthe following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties\nto terminate the merger agreement; the outcome of any legal proceedings that may be instituted against Esquire or Signature; the possibility\nthat the proposed transaction will not close when expected or at all because required shareholder or other approvals are not received\nor other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated;\nthe ability of Esquire and Signature to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed\ntransaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the\ncommon stock of Esquire; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected\nor at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the\nstrength of the economy and competitive factors in the areas where Esquire and Signature do business; certain restrictions during the\npendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic\ntransactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected\nfactors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that\nthe parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at\nall and to successfully integrate Signature’s operations and those of Esquire; such integration may be more difficult, time consuming\nor costly than expected; revenues following the proposed transaction may be lower than expected; Esquire’s and Signature’s\nsuccess in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused\nby Esquire’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement,\npendency or completion of the proposed transaction on the ability of Esquire and Signature to retain customers and retain and hire key\npersonnel and maintain relationships with their suppliers, and on their operating results and businesses generally; risks related to the\npotential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that\nmay affect future results of Esquire and Signature; and the other factors discussed in the “Risk Factors” section of Esquire’s\nAnnual Report on Form 10-K for the year ended December 31, 2025, in the “Risk Factors” and “Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations” sections of Esquire’s Quarterly Report on Form 10-Q for\nthe quarter ended March 31, 2026, and other reports Esquire files with the SEC.\n\n \n\n \n\n \n\n \n\n**Additional Information and Where\nto Find It**\n\n** **\n\nIn connection with the proposed transaction,\nEsquire filed a registration statement on Form S-4 with the SEC. The registration statement includes a joint proxy statement\nof Esquire and Signature, which also constitutes a prospectus of Esquire, that was mailed to stockholders of Esquire and shareholders\nof Signature on or about May 11, 2026, seeking certain approvals related to the proposed transaction.\n\n \n\nThe information contained herein does\nnot constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall\nthere be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration\nor qualification under the securities laws of any such jurisdiction. INVESTORS AND SECURITY HOLDERS OF ESQUIRE AND SIGNATURE AND THEIR\nRESPECTIVE AFFILIATES ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY\nOTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS\nTO THOSE DOCUMENTS, BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT ESQUIRE, SIGNATURE AND THE PROPOSED TRANSACTION.\nInvestors and security holders may obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as\nwell as other relevant documents filed with the SEC containing information about Esquire and Signature, without charge, at the SEC’s\nwebsite (http://www.sec.gov). Copies of documents filed with the SEC by Esquire will be made available free of charge in the “Company”\nsection of Esquire’s website, www.esquirebank.com, under the heading “Investor Relations.” \n\n \n\n**Participants in Solicitation**\n\n** **\n\nEsquire, Signature, and certain of their respective\ndirectors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction\nunder the rules of the SEC. Information regarding Esquire’s directors and executive officers is available in its definitive proxy\nstatement, which was filed with the SEC on April 30, 2026, and certain other documents filed by Esquire with the SEC. Other information\nregarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and\nindirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials\nto be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto\nduly authorized.\n\n \n\n \n**ESQUIRE\nFINANCIAL HOLDINGS, INC.**\n\n \n \n\nDated: June 9, 2026\nBy:\n/s/\nAndrew C. Sagliocca\n\n \n \nAndrew C. Sagliocca\n\n \n \nVice Chairman, Chief Executive\nOfficer and President"}