Dime Commercial Bancshares to Acquire ES Bancshares for About $58 Million

Dime Commercial Bancshares, Inc. (NYSE: DCOM) and ES Bancshares, Inc. (OTCQX: ESBS), known as Empire, said they have signed a definitive merger agreement under which Dime will acquire Empire. The deal will expand Dime’s presence in Staten Island and strengthen its position in Brooklyn, adding a granular, low-cost core deposit base, broadening business-focused customer relationships and increasing market density.

After the deal closes, Dime will be one of only a few commercial banks with ground-level branches in all five boroughs of New York City. Empire, based in Staten Island, is the parent company of Empire State Bank. As of September 30, 2026, Empire had approximately $596 million in total assets, $518 million in net loans receivable and $491 million in deposits. The bank serves businesses and valued customers through three branches in Staten Island and two in Brooklyn.

Dime President and Chief Executive Officer Stuart H. Lubow said, “This transaction represents another logical step in Dime’s growth strategy. Staten Island is an attractive banking market that has Dime said Empire is a well-run commercial bank with a strong deposit base and untapped potential. Dime welcomed Empire CEO Phil Guarnieri and his team, saying the deal would add low-cost core deposits, extend its customer reach and fill out its branch footprint.

The combined company expects to continue providing the personalized service customers value while pursuing Dime’s goal of becoming “The BEST Commercial Bank in Metro NY.” Guarnieri said Empire sought a partner with a relationship-focused approach to banking, strong treasury management capabilities and a commitment to local markets. He said the partnership could create opportunities for customers, employees and communities while building on both organizations’ strengths. Under the definitive merger agreement, Dime will issue 720000 shares of common stock and pay 30.0 million in cash to Empire shareholders when the transaction closes.

Empire shareholders may elect to receive stock or Shareholders will receive cash for their shares, subject to the pro ration formula set out in the merger agreement. Using Dime’s 10-day volume-weighted average price of $38.55 as of October 19, 2026, the transaction is valued at approximately $58 million, based on 6,886,282 Empire common shares outstanding, or $8.39 per Empire common share. The purchase price is approximately 1.09x Empire’s tangible book value per share. The transaction is anticipated to exceed Dime’s cost-of-capital hurdles for internal rate of return.

It is expected to generate approximately 3.5% EPS accretion, minimal tangible book value dilution of approximately 2%, and an earn-back period of less than 3 years. The transaction is expected to close in the first quarter of 2027, subject to customary closing conditions, including regulatory approval and approval by Empire’s shareholders.