Dime Commercial Bancshares files 8-K for ES Bancshares merger

Dime Commercial Bancshares, Inc. (DCOM) reported the entry into a material definitive agreement with ES Bancshares, Inc. through an 8-K filing that includes a voting agreement dated October 19, 2026. The filing outlines a merger in which ES Bancshares will merge with and into Dime Commercial Bancshares, with Dime Commercial Bancshares serving as the surviving entity. The transaction structure involves Empire State Bank, a New York state-chartered bank and wholly-owned subsidiary of ES Bancshares, merging with and into Dime Commercial Bank, a New York state-chartered bank and wholly-owned subsidiary of Dime Commercial Bancshares. Dime Commercial Bank will remain the surviving bank in this consolidation of banking operations. The voting agreement is designed to secure shareholder support for the merger by binding the signatories to vote in favor of the transaction. Under the terms of the agreement, participating stockholders must vote all covered shares in favor of the Merger Agreement and the contemplated transactions. The agreement also requires these stockholders to vote in favor of any proposals to adjourn shareholder meetings called to approve the merger, which would allow for further solicitation of votes to ensure a quorum is present. Additionally, the stockholders agree to vote against any action or agreement that would reasonably be expected to result in a material breach of the merger covenants or that would prevent, materially impede, interfere with, or delay the consummation of the merger. The document specifies that Dime Commercial Bancshares is unwilling to expend the time, effort, and expense necessary to implement the merger, including applying for regulatory approvals, unless the stockholders enter into this voting agreement. Each signatory stockholder represents that they own or control the voting of the specified number of shares of ES Bancshares common stock as set forth on the signature page. These stockholders warrant that they have the sole power to vote or direct the voting of their shares and have not entered into any other voting agreements, granted proxies, or deposited shares in voting trusts regarding these holdings. The agreement defines covered shares to include both existing shares and any new shares of ES Bancshares common stock acquired after the date of the agreement. The stockholders are prohibited from directly or indirectly soliciting or inducing other stockholders to vote against the merger or bank merger. The filing references an Agreement and Plan of Merger dated concurrently with this voting agreement, which governs the specific terms of the combination. The regulatory approvals required for the merger are noted as a condition for Dime Commercial Bancshares proceeding with the transaction. The document establishes legal obligations for the signatories to ensure their shares are counted toward quorum calculations at any meeting of ES Bancshares stockholders. The merger is structured as a combination where ES Bancshares ceases to exist as a separate legal entity upon closing, with its banking subsidiary absorbed into Dime Commercial Bank.