Dime Commercial Bancshares To Acquire ES Bancshares For $30M In Cash And 720K DCOM Shares Worth ~$28M, Equivalent To $8.39 Per ESBS Share

Dime Commercial Bancshares, Inc. ("Dime") (NYSE:DCOM), and ES Bancshares, Inc. ("Empire") (OTCQX:ESBS), today announced the signing of a definitive merger agreement pursuant to which Dime will acquire Empire. The transaction significantly enhances Dime's presence in Staten Island, and strengthens Dime’s presence in Brooklyn, by adding a granular and low-cost core deposit base, expanding business-focused customer relationships, and increasing market density. Upon closing, Dime will be one of only a few commercial banks with a ground level branch presence across all five boroughs of New York City.Empire, headquartered in Staten Island, is the parent company of Empire State Bank. As of September 30, 2026, Empire had total assets of approximately $596 million, total loans receivable, net of $518 million, and total deposits of $491 million. Empire focuses on serving businesses and valued customers from three branch locations in Staten Island and two branch locations in Brooklyn.Stuart H. Lubow, President and Chief Executive Officer of Dime, stated, "This transaction represents another logical step in Dime's growth strategy. Staten Island is an attractive banking market that has untapped potential for Dime. Empire is a well-run commercial bank that has developed a strong deposit base. We are extremely pleased to partner with and welcome Phil and his team to Dime, add a granular and low-cost core deposit base, expand our customer reach, and fill out our branch footprint. Together, we will be well-positioned to continue delivering the personalized service our customers value while advancing our goal of becoming The BEST Commercial Bank in Metro NY."Phil Guarnieri, Chief Executive Officer of Empire, said, "When evaluating the future of our franchise, it was important to identify a partner with a relationship-driven approach to banking, best-in-class treasury management capabilities, and a commitment to our local markets. We believe this partnership with Dime will create meaningful opportunities for our customers, employees, and communities while building on the strengths of both organizations."Transaction DetailsUnder the terms of the definitive merger agreement, at the closing of the transaction, Dime will issue 720,000 shares of common stock and $30.0 million in cash to Empire shareholders. Shareholders of Empire will be able to elect to receive stock or cash in exchange for their shares, subject to the pro ration formula described in the merger agreement. 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 Empire common shares outstanding) or $8.39 per Empire common share. The purchase price represents approximately 1.09x Empire’s tangible book value per share.It is anticipated that the transaction’s internal rate of return exceeds Dime’s cost of capital hurdles, the transaction will generate approximately 3.5% EPS accretion, minimal TBV dilution of approximately 2%, and an earn-back of less than 3 years.The transaction is expected to close in the first quarter of 2027 and is subject to customary closing conditions, including regulatory approval, as well as the approval of Empire’s shareholders.