Esquire Financial Holdings, Inc. (NASDAQ:ESQ) ("Esquire"), the parent company of Esquire Bank, National Association and Signature Bancorporation, Inc. ("Signature"), the parent company of Signature Bank, announced today the final exchange ratio for the proposed merger based on Signature's sale of all Schedule A Loans.

Under the terms of the merger agreement, Signature shareholders were to 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") based on the aggregate sale proceeds received by Signature on the sale of four loans, which loans totaled approximately $70 million (the "Schedule A Loans"). The merger agreement provided that if any Schedule A Loans are sold prior to closing, the exchange ratio would 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.

Based on Signature's Schedule A Loan sales and related recovery rate of approximately 62.0%, shares of Signature's common stock (except for any dissenting shares) will be converted into the right to receive 2.671 shares of Esquire stock at the close of the merger. As disclosed in the joint proxy statement/prospectus relating to the proposed combination of Esquire and Signature dated May 6, 2026, Esquire pro forma financial information assumed a Schedule A Loan recovery rate of 50% (included in the gross credit mark on loans) and an associated exchange ratio of 2.630 (3.393 million Esquire shares issued to Signature shareholders), as compared to the actual recovery rate of 62.0% and an associated exchange ratio of 2.671 (3.447 million Esquire shares issued to Signature shareholders).

"Based upon the final exchange ratio of 2.671 as compared to the assumed exchange ratio of 2.630, Esquire will issue approximately 54 thousand, or 1.6%, additional shares on a pro forma basis, which is reflected in the pro forma financial information and related disclosures contained within the joint proxy statement/prospectus relating to the proposed combination of Esquire and Signature dated May 6, 2026," stated Andrew C. Sagliocca, Vice Chairman, CEO & President of Esquire. "We anticipate closing the proposed merger in the third quarter of 2026."

The closing of the proposed merger remains subject to the approvals of Esquire stockholders and Signature shareholders and certain other customary closing conditions.