Dime Commercial Bancshares to Acquire ES Bancshares in Merger Valued at ~$58 Million

Dime Commercial Bancshares, Inc. (NYSE: DCOM) announced on October 19, 2026, that it has entered into an Agreement and Plan of Merger with ES Bancshares, Inc. Under the terms of the agreement, ES Bancshares will merge with and into Dime, with Dime serving as the surviving entity. Additionally, Empire State Bank, a wholly owned subsidiary of ES Bancshares, will merge with and into Dime Commercial Bank, a subsidiary of Dime.

The merger consideration will be determined by an election process for ES Bancshares shareholders. Holders may choose to receive either cash or Dime common stock. The cash component is capped at $30.0 million, while the stock component is capped at 720,000 shares of Dime common stock. The specific per-share value will be calculated based on Dime's 10-day volume-weighted average price of $38.55 as of October 19, 2026. Based on 6,886,282 outstanding shares of ES Bancshares common stock, the transaction is valued at approximately $58 million, or $8.39 per share.

The agreement also outlines the treatment of ES Bancshares equity awards. Outstanding stock options will be cancelled and converted into a cash payment equal to the difference between the per-share cash consideration and the option's exercise price, subject to taxes. Restricted stock awards will fully vest and be exchanged for the merger consideration.

Separately, Dime, ES Bancshares, and Empire State Bank entered into Settlement Agreements with executives Philip Guarnieri and Thomas Sperzel. Effective upon the closing of the merger, their employment agreements will be terminated. Mr. Guarnieri will receive a payment of $1,539,609 prior to closing and will continue employment with Dime Commercial Bank as Managing Executive Director at an annual base salary of $400,000. Mr. Sperzel will receive payments totaling $1,271,181. Both executives are subject to non-compete and non-solicitation restrictions following their termination.

The transaction is subject to customary conditions, including approval by ES Bancshares shareholders, regulatory approvals from the Federal Reserve and the New York Department of Financial Services, and the effectiveness of a registration statement on Form S-4. A termination fee of $2.363 million is payable by ES Bancshares under certain circumstances.