Dime Commercial Bancshares to Buy ES Bancshares in $58 Million Merger

What happened

Dime Commercial Bancshares, Inc., a New York-based bank holding company, and ES Bancshares, Inc., a Maryland corporation, entered into an Agreement and Plan of Merger on October 19, 2026, according to a Form 425 filing with the SEC dated October 20, 2026. Under the agreement, ES Bancshares will merge into Dime, with Dime as the surviving entity. Immediately after that merger, Empire State Bank, ES Bancshares' wholly owned subsidiary, will merge into Dime Commercial Bank, Dime's wholly owned subsidiary, with Dime Commercial Bank as the survivor.

The filing states that the boards of both companies unanimously approved the transaction. Based on Dime's 10-day volume-weighted average price of $38.55 as of October 19, 2026, and 6,886,282 ES Bancshares shares outstanding, the filing values the transaction at approximately $58 million, or $8.39 per ES Bancshares share.

ES Bancshares shareholders can elect to receive either cash or Dime common stock, subject to proration limits. The total cash consideration is capped at $30.0 million, and the total stock consideration is capped at 720,000 Dime shares. Holders will receive cash in lieu of fractional shares.

Market reaction

Dime's common stock trades on the New York Stock Exchange under the symbol DCOM, but the filing was flagged under the ticker DCBG, which the filing identifies as Dime's 9.00% Junior Subordinated Notes with a $25.00 par value. The price data accompanying this event shows a close of $41.01, up 5.97% from the prior close of $38.70, on volume of 859,200 shares, about 2.64 times the average volume of 325,008. The price data does not identify which Dime security those figures refer to.

Executive settlements

Separately on October 19, 2026, Dime, ES Bancshares and Empire State Bank entered into Settlement and Restrictive Covenant Agreements with Philip Guarnieri, ES Bancshares' President and CEO, and Thomas Sperzel, its President and COO. The agreements terminate the executives' employment agreements at closing, with no further payments under them.

Guarnieri will receive a payment of $1,539,609 immediately before closing and will continue with Dime Commercial Bank as Managing Executive Director at an annual base salary of $400,000. He is subject to non-competition restrictions for six months and non-solicitation restrictions for one year after his employment ends. Sperzel will receive $1,271,181, with $600,000 payable in the last payroll of December 2026 and $671,181 payable immediately before closing, and is subject to non-solicitation restrictions for one year. The payments are subject to release agreements and may be reduced to avoid excise taxes under Sections 280G and 4999 of the Internal Revenue Code.

What this means

A Form 425 is the SEC filing used for communications about a proposed business combination. It is required under Rule 425 of the Securities Act, which covers written communications made in connection with a merger or acquisition before the deal closes. The form is not a registration statement and does not itself complete the transaction; it gives investors the terms and conditions of the proposed deal.

Several conditions must be met before the merger can close, as the filing lists: approval by ES Bancshares shareholders, listing authorization for the new Dime shares on the NYSE, approvals from the Federal Reserve Board and the New York Department of Financial Services, effectiveness of a Form S-4 registration statement for the Dime shares to be issued, and no court order blocking the deal. ES Bancshares also agreed to a $2.363 million termination fee payable to Dime under certain circumstances, and its directors and executive officers signed voting agreements to support the merger.

Dime's 9.00% Junior Subordinated Notes, the security identified by the DCBG ticker in the filing, are a type of debt that ranks below senior debt in a bankruptcy and carries a 9.00% annual interest rate on its $25.00 face value. The $25.00 par value is the amount the holder is owed at maturity, and the note is listed on the NYSE under the DCBG symbol.