Esquire Financial Holdings Inc., the parent company of Esquire Bank, National Association, and Signature Bancorporation Inc., the parent company of Signature Bank, jointly announced that they have entered into a definitive merger agreement, pursuant to which Esquire will acquire Signature in an all-stock transaction. The combined company will have approximately $4.8 billion in assets at closing, joining Esquire's established national verticals with Signature's established Chicago commercial banking franchise, enhancing our continued industry leading performance and growth metrics.

Andrew C. Sagliocca, Vice Chairman, Chief Executive Officer and President of Esquire, said, "Signature's leadership in the attractive Chicago market, best-in-class management team, and exceptional core funding provide Esquire with a strong platform for continued growth and expansion in the country's third largest metropolitan area or MSA and one of the nation's largest legal markets.  This merger is compelling on multiple levels. Financially, it enhances our operating profile, expands our resources, and diversifies our balance sheet while maintaining a robust capital position for continued expansion in our unique national litigation platform. Strategically, the combination brings together two institutions with highly complementary commercial banking operations and capabilities. Most importantly, it unites two highly talented management teams with deep client relationships and strong market expertise. We are thrilled to welcome Signature's team, clients, and shareholders to Esquire."

Mick O'Rourke, Co-Founder, Director, Chief Executive Officer, and President of Signature, said, "We are excited to announce a partnership that will benefit both institutions, our clients, and our shareholders, while also positioning us to work together towards the next chapter of our combined organization's legacy. By bringing together Signature's strong Midwest commercial banking franchise with Esquire's national capabilities, we will have greater resources and expanded reach to support our clients as they grow. As we celebrate Signature's 20th anniversary, this merger will provide our shareholders with enhanced liquidity and an opportunity to create greater value in the years ahead."

Strategic Benefits

Expansion in the Chicago Market: Provides Esquire with a premier Chicago commercial banking franchise and talent in the country's third largest MSA and fourth largest legal market where Esquire traditionally lacked presence while supporting continued growth in Esquire's national litigation platform and expanding the resources and capabilities available to Signature's clients in the Midwest.

Enhances Scale and Combines Complementary Strengths: The combined company will be strategically positioned for enhanced scale with improved opportunities for growth and profitability. Signature brings longstanding history of commercial and commercial real estate relationship banking in the Chicago market while Esquire is a national leader in the litigation vertical that seeks to expand its presence in the Chicago market as well as nationwide.  This creates opportunities to bring Esquire's specialized capabilities to Signature clients while extending Signature's commercial banking expertise across a broader platform.

Diversification to Drive Future Growth: Reduces Esquire's litigation vertical loan and funding concentrations from approximately 70%+ to below 50%, supporting future accelerated growth in Chicago, the Midwest and nationwide.

Maintains Strong Profitability while Deploying Excess Capital: Signature's high-performing commercial bank with strong low-cost core commercial deposits diversifies Esquire's balance sheet while contributing significant earnings with strong performance metrics, generating a mid to high-teens IRR for the deployment of Esquire's excess capital in the merger.

Prospects to Accelerate Shareholder Value Creation: Pro forma calculations of the combined company indicate GAAP EPS accretion of 23% for Esquire in 2027 with no associated revenue enhancement in the pro forma calculations. The transaction is approximately 11% accretive to Esquire's Tangible Book Value. The transaction only assumes 5% cost savings as the value created in this merger is primarily driven by industry leading growth and performance metrics.  Esquire remains well capitalized with no associated capital raise.

Governance and Leadership

Each of the combined company's and bank's board of directors will consist of eleven directors, including nine directors from Esquire and two directors from Signature.

Leonard S. Caronia: Current Signature Chairman of the Board will join Esquire's board of directors.
Michael G. O'Rourke: Current Signature Chief Executive Officer & President will join Esquire's board of directors.

The combined company will be led by a well-respected management team with significant commercial banking experience.

Signature's top three executives have entered into new employment agreements and will oversee commercial business development opportunities and operations in the Chicago market.

• Michael G. O'Rourke: Current Signature Chief Executive Officer & President and post-merger President of Signature, a division of Esquire Bank. 
• Bryan D. Duncan: Current Signature Executive Vice President and post-merger Executive Vice President of Signature, a division of Esquire Bank.
• Kevin Bastuga: Current Signature Executive Vice President and post-merger Executive Vice President of Signature, a division of Esquire Bank. 

Transaction Details

Under the terms of the merger agreement, shareholders of Signature will receive a fixed exchange ratio of 2.63 shares of Esquire common stock for each share of Signature common stock. The per share value equates to $260.48 for Signature shareholders based on the closing price of Esquire common stock on March 11, 2026, or approximately $348.4 million in aggregate transaction value.

The exchange ratio is subject to an adjustment based on the disposition value of certain Signature Bank loans with a total par value of approximately $70M ("Schedule A Loans").  The adjusted Exchange Ratio at closing will be no higher than 2.80 and no lower than 2.50.  Signature has initiated a sale process and is expected to dispose of Schedule A Loans prior to closing.

The definitive merger agreement has been approved by the board of directors of each company. The transaction remains subject to regulatory approval, approval of Esquire and Signature shareholders, and other customary closing conditions. Pending these approvals, the transaction is anticipated to close in the third quarter of 2026.

Piper Sandler & Co. is serving as financial advisor and Luse Gorman, PC is serving as legal advisor to Esquire. Raymond James & Associates, Inc. is serving as financial advisor to Signature and Vedder Price P.C. is serving as legal advisor to Signature.