Esquire Financial Holdings (ESQ) investor relations material

Deal rationale and strategic fit

• Expands presence into Chicago, the third largest U.S. metro, leveraging a premier commercial banking franchise and providing access to an affluent, business-friendly market with significant growth potential for law firm banking.

• Diversifies lending and funding sources, reducing concentration in the litigation vertical from over 70% to below 50% and supporting broader future growth.

• Combines complementary strengths: Signature’s commercial banking in Chicago and relationship-focused, tech-forward model with Esquire’s national litigation vertical expertise.

• Both management teams are highly experienced, motivated, and aligned for long-term growth, with compatible core values and proven M&A track records.

• Provides Signature clients with access to expanded resources and national capabilities, leveraging best practices from both organizations.

Financial terms and conditions

• All-stock transaction with Signature shareholders receiving 2.63 Esquire shares per Signature share, adjustable between 2.5x and 2.8x based on recovery of ~$70 million in Schedule A loans.

• Implied per-share price for Signature is $260.48, with a total deal value of $348.4 million.

• Pro forma ownership: 72% Esquire, 28% Signature at the 2.63 exchange ratio.

• No new capital will be raised for the transaction; strong capital ratios will be maintained.

• Merger consideration in common shares will be limited ratably over three years.

Synergies and expected cost savings

• Minimal cost savings projected, with only 5% modeled, primarily from technology and back-office consolidation.

• Estimated $1.1 million in annual cost savings by 2027, mainly from technology and back-office redundancies.

• Revenue synergies from cross-selling and litigation vertical growth identified but not included in projections, suggesting upside potential.

• Pro forma GAAP EPS accretion of 23% for Esquire in 2027; 11% accretive to tangible book value at closing.