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    Esquire Financial Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

    6/9/25 8:45:19 AM ET
    $ESQ
    Commercial Banks
    Finance
    Get the next $ESQ alert in real time by email
    0001531031false00015310312025-06-062025-06-06

    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

    (State or other jurisdiction of

    incorporation or organization)

    (Commission File Number)

    (IRS Employer

    Identification No.)

    ​

    ​

    ​

    ​

    100 Jericho Quadrangle, Suite 100

    ​

    ​

    Jericho, New York

    ​

    11753

    (Address of principal executive offices)

    ​

    (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):

    ​

    ​

    ​

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐

    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

     

    Trading

    Symbol(s)

     

    Name of each exchange on which registered

    Common Stock, $0.01 par value

     

    ESQ

     

    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.

    ​

    Description

    99.1

    ​

    Press release issued by the Company on June 9, 2025, announcing the appointment of Mr. Kelly as a director.

    104

    ​

    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.

    ​

    ​

    ​

    ​

    ​

    ESQUIRE FINANCIAL HOLDINGS, INC.

    ​

    ​

    ​

    ​

    ​

    ​

    Dated:  June 9, 2025

    By:/s/ Andrew C. Sagliocca

    ​

    Andrew C. Sagliocca

    ​

    Vice Chairman, Chief Executive Officer and President

    ​

    ​

    ​

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