Dime Commercial Bancshares, Inc. /NY/

false 0000846617 0000846617 2026-10-19 2026-10-19 0000846617 us-gaap:CommonStockMember 2026-10-19 2026-10-19 0000846617 us-gaap:PreferredStockMember 2026-10-19 2026-10-19 0000846617 DCOM:Nine000SubordinatedNotes2500ParValueMember 2026-10-19 2026-10-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): October 19, 2026 DIME COMMERCIAL BANCSHARES, INC. (Exact name of the registrant as specified in its charter) New York 001-34096 11-2934195 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 898 Veterans Memorial Highway, Suite 560 Hauppauge , New York (Address of principal executive offices) 11799 (Zip Code) ( 631 ) 537-1000 (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): x 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 DCOM The New York Stock Exchange Preferred Stock, Series A, $0.01 Par Value DCOM PR The New York Stock Exchange 9.00% Junior Subordinated Notes, $25.00 Par Value DCBG The New York Stock Exchange 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 1.01 Entry into a Material Definitive Agreement. On October 19, 2026, Dime Commercial Bancshares, Inc., a New York corporation (“Dime”), and ES Bancshares, Inc., a Maryland corporation (“ES Bancshares”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, ES Bancshares will merge with and into Dime, with Dime as the surviving entity (the “Merger”). The Merger Agreement further provides that immediately following the Merger, Empire State Bank, a New York state-chartered bank and wholly owned subsidiary of ES Bancshares, will merge with and into Dime Commercial Bank, a New York state-chartered bank and wholly owned subsidiary of Dime, with Dime Commercial Bank as the surviving bank (the “Bank Merger” and, together with the Merger, the “Transaction”). The Merger Agreement was unanimously approved by the boards of directors of each of Dime and ES Bancshares. Merger Consideration Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of ES Bancshares (“ES Bancshares Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by ES Bancshares or Dime and dissenting shares, will be converted into the right to receive, at the election of the holder thereof, and subject to the adjustment and proration provisions of the Merger Agreement, as applicable, (i) an amount of cash equal to the quotient of (A) $30.0 million (the “Aggregate Cash Consideration”), divided by (B) the product obtained by multiplying (x) the number of shares of ES Bancshares Common Stock issued and outstanding as of the Effective Time by (y) 0.50 (the “Cash Conversion Number”), rounded to the nearest cent (the “Per Share Cash Consideration”), or (ii) the number of shares of Dime common stock, $0.01 par value (“Dime Common Stock”), multiplied by the Exchange Ratio (as defined below). The Exchange Ratio is defined in the Merger Agreement as a number, as adjusted, of shares of Dime Common Stock equal to the quotient of (A) 720,000 shares of Dime Common Stock, divided by (B) the difference of (1) the aggregate number of shares of ES Bancshares Common Stock issued and outstanding immediately prior to the Effective Time, other than certain shares held by ES Bancshares or Dime or dissenting shares, minus (2) the Cash Conversion Number, rounded to the nearest ten thousandth (the “Per Share Stock Consideration”). The Per Share Cash Consideration and/or the Per Share Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” Merger Consideration elections by ES Bancshares shareholders will be subject to proration procedures whereby no more than 720,000 shares of Dime Common Stock will be exchanged for the aggregate Per Share Stock Consideration and no more than $30.0 million will be exchanged for the aggregate Per Share Cash Consideration. Based upon Dime's 10-day volume-weighted average price of $38.55 as of October 19, 2026, this represents a transaction value of approximately $58 million (based on 6,886,282 ES Bancshares common shares outstanding) or $8.39 per ES Bancshares common share. Holders of ES Bancshares Common Stock will receive cash in lieu of fractional shares. Treatment of ES Bancshares’ Equity Awards As of the Effective Time, each stock option to purchase shares of ES Bancshares Common Stock (a “ES Bancshares Stock Option”) granted under the ES Bancshares, Inc. 2022 Equity Incentive Plan or the ES Bancshares, Inc. 2014 Stock Option Plan (the “ES Bancshares Stock Plans”) that is outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive a cash payment equal to (i) the number of shares of ES Bancshares Common Stock subject to such ES Bancshares Stock Option at the Effective Time, multiplied by (ii) the amount by which the Per Share Cash Consideration exceeds the per share exercise price of such ES Bancshares Stock Option, less applicable taxes and tax withholdings. Notwithstanding the foregoing, if the per share exercise price for an ES Bancshares Stock Option is equal to or in excess of the Per Share Cash Consideration, such ES Bancshares Stock Option will be cancelled at the Effective Time in exchange for no consideration. Immediately prior to the Effective Time, any vesting or other forfeiture restrictions on each share of ES Bancshares Common Stock subject to a substantial risk of forfeiture granted under the ES Bancshares, Inc. 2022 Equity Incentive Plan that is outstanding immediately prior to the Effective Time (a “ES Bancshares Restricted Stock Award”), shall fully vest and shall be converted into, and become exchanged for the Merger Consideration, less applicable Taxes. Settlement Agreements On October 19, 2026, Dime, ES Bancshares and Empire State Bank entered into a Settlement and Restrictive Covenant Agreement with each of Philip Guarnieri, President and Chief Executive Officer of ES Bancshares and Empire State Bank, and Thomas Sperzel, President and Chief Operating Officer of ES Bancshares and Empire State Bank, (collectively, the “Settlement Agreements”). The Settlement Agreements provide that effective as the closing of the Merger, the executives’ employment agreements will be terminated, and the executives will not be entitled to any further payments thereunder. Further,