Dime Commercial Bancshares: agrees to acquire ES Bancshares

What happened

• Dime Commercial Bancshares, Inc. filed an 8-K reporting that on Oct 19, 2026 it and ES Bancshares, Inc. entered into an Agreement and Plan of Merger under which ES Bancshares will merge into Dime and Empire State Bank (a Dime subsidiary) will merge into Dime Commercial Bank.
• The boards of directors of both companies unanimously approved the merger agreement.

Key details

• Merger consideration: holders of ES Bancshares common stock may elect cash or stock subject to proration, with up to $30,000,000 aggregate cash consideration and up to 720,000 shares of Dime common stock available for stock consideration.
• Based on Dime’s 10-day volume-weighted average price of $38.55 as of Oct 19, 2026 and 6,886,282 ES Bancshares shares outstanding, the filing states a transaction value of approximately $58,000,000 or $8.39 per ES Bancshares share.
• Equity awards: outstanding ES Bancshares stock options will be cancelled and converted into a cash payment equal to the in-the-money value using the Per Share Cash Consideration; restricted stock awards will fully vest and convert into the merger consideration, less taxes.
• Settlement agreements with two ES executives: Philip Guarnieri will receive $1,539,609 immediately prior to closing and will continue employment as managing executive director at an annual base salary of $400,000, subject to a six-month non-compete and one-year non-solicitation; Thomas Sperzel will receive $1,271,181 (with $600,000 payable in the last payroll of Dec 2026 and $671,181 payable immediately prior to closing) and will be subject to one-year non-solicitation. Payments are subject to release execution and potential reduction to avoid excise taxes under Sections 280G and 4999.
• Closing conditions include ES Bancshares shareholder approval, listing authorization on the New York Stock Exchange for Dime shares issued in the merger, required regulatory approvals including the Board of Governors of the Federal Reserve System and the New York Department of Financial Services, effectiveness of a registration statement on Form S-4, and other customary conditions. A termination fee of $2,363,000 is payable by ES Bancshares under certain circumstances.

Why it may matter

• Item 1.01 was reported: entry into a material definitive agreement covering the merger agreement and related settlement and voting agreements.
• The filing also furnishes a joint press release and states it will file a Form S-4 (proxy statement/prospectus) and other documents with the SEC.
• The filing does not show why the insider traded or why the company acted.