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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 6, 2025
Esquire Financial Holdings, Inc.
(Exact name of the registrant as specified in its charter)
Maryland |
001-38131 |
27-5107901 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 Jericho Quadrangle, Suite 100 |
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Jericho, New York |
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11753 |
(Address of principal executive offices) |
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(Zip Code) |
(516) 535-2002
(Registrant’s telephone number)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.01 par value |
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ESQ |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of Directors.
On June 9, 2025, Esquire Financial Holdings, Inc. (the “Company”), a Maryland corporation and its wholly owned subsidiary, Esquire Bank, National Association (the “Bank”), announced that Raymond Kelly has been appointed to the Board of Directors of the Company and the Bank, effective June 6, 2025.
Mr. Kelly is a seasoned banker and tax professional with more than 40 years of experience in the financial services industry, providing consulting and tax services to the banking industry as well as compensation and strategic banking advice to clients. Mr. Kelly recently retired from RSM US LLP, (“RSM”) where, as a certified public accountant, he was a tax services partner for more than 10 years. Prior to joining RSM, Mr. Kelly was a tax partner at Marcum LLP, a senior vice president at North Fork Bancorporation, Inc., and a senior tax manager at KPMG.
As of the date of this filing, Mr. Kelly’s committee appointments will be on the Director’s Loan Committee and Compensation Committee.
There are no arrangements or understandings between Mr. Kelly any other persons pursuant to which he was selected as a director. There are no family relationships between Mr. Kelly and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Mr. Kelly pursuant to Item 404(a) of Regulation S-K.
A copy of the press release dated June 9, 2025, announcing the appointment of Mr. Kelly as a director is attached as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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ESQUIRE FINANCIAL HOLDINGS, INC. |
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Dated: June 9, 2025 |
By:/s/ Andrew C. Sagliocca |
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Andrew C. Sagliocca |
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Vice Chairman, Chief Executive Officer and President |
Exhibit 99.1
ESQUIRE FINANCIAL HOLDINGS, INC. APPOINTS
RAYMOND KELLY AS A BOARD MEMBER
Jericho, NY – June 9, 2025 - Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (the “Company”), the financial holding company for Esquire Bank, National Association (“Esquire Bank” or the “Bank”) (collectively “Esquire”), today announced that Raymond Kelly was appointed to the Boards of Directors of both the Company and the Bank, effective June 6, 2025.
Mr. Kelly is a seasoned banker and tax professional with more than 40 years of experience in the financial services industry, providing consulting and tax services to the banking industry as well as compensation and strategic banking advice to clients. Mr. Kelly recently retired from RSM US LLP (“RSM”) where, as a certified public accountant, he was a tax services partner for more than 10 years. Prior to joining RSM, Mr. Kelly was a tax partner at Marcum LLP, a senior vice president at North Fork Bancorporation, Inc., and a senior tax manager at KPMG.
“Mr. Kelly’s extensive and comprehensive experience in the financial services sector, including his insight into various strategic, audit, tax, compensation, and governance issues, makes him an ideal addition to our Board of Directors,” said Tony Coelho, Chairman of the Board.
“Mr. Kelly’s unique and practical perspective into the banking business, coupled with his regulatory and SEC experience, will add value to our Board and Company,” added Andrew C. Sagliocca, Vice Chairman, Chief Executive Officer and President.
“I am honored to join the Board of an exceptional financial institution that provides high quality services on a national basis enabled by innovative technology,” said Mr. Kelly.
About Esquire Financial Holdings, Inc.
Esquire Financial Holdings, Inc. is a financial holding company headquartered in Jericho, New York, with one branch office in Jericho, New York and an administrative office in Boca Raton, Florida. Its wholly owned subsidiary, Esquire Bank, National Association, is a full-service commercial bank dedicated to serving the financial needs of the legal industry and small businesses nationally, as well as commercial and retail customers in the New York metropolitan area. The bank offers tailored products and solutions to the legal community and their clients as well as dynamic and flexible payment processing solutions to small business owners. For more information, visit www.esquirebank.com.
Contact Information:
Eric S. Bader
Executive Vice President and Chief Operating Officer
Esquire Financial Holdings, Inc.
(516) 535-2002 / eric.bader@esqbank.com