What the changes say
- Acquisition activity, specifically the pending merger with Signature, dominates the risk disclosures and points to rapid corporate growth.
- Uninsured deposits grew to $685.1 million, representing 33% of total bank deposits.
What changed since the prior 10-K
New
- New
o We may not be able to adequately measure and limit the credit risk associated with our loan portfolio, which could adversely affect our profitability
- New
o The loss of our deposit clients or substantial reduction of our deposit balances could force us to fund our business with more expensive and less stable funding sources
- New
o Interest rate shifts may reduce net interest income and otherwise negatively impact our financial condition and results of operations
- New
o A failure in our operational systems or infrastructure, or those of third parties, could impair our liquidity, disrupt our businesses, result in the unauthorized disclosure of confidential information, damage our reputation and cause financial losses
- New
o We operate in a highly competitive industry and face significant competition from other financial institutions and financial services providers, which may decrease our growth or profits
- New
o As a bank holding company, the sources of funds available to us are limited
- New
o We could be adversely affected by the soundness of other financial institutions and other third parties we rely on
- New
o Our accounting estimates rely on analytics, models and assumptions, which may not accurately predict events
- New
o Anti-takeover provisions could negatively impact our shareholders
- NewRisks Related to Our Lending Activities
Our New York City multifamily loan portfolio could be adversely impacted by changes in policy legislation or regulation which, in turn, could have a material adverse effect on our financial condition and results of operations
- NewRisks Related to our Business
The merger with Signature and any future acquisitions could disrupt the Company’s business and adversely affect our results of operations, financial condition and cash flows
The pending merger with Signature announced on March 12, 2026, and future acquisitions could disrupt ongoing operations and generate unforeseen integration challenges.
- NewRisks Related to our Business
Artificial Intelligence presents risks and challenges that may adversely affect our business
Adopting artificial intelligence tools increases compliance costs, security concerns, data privacy risks, and liability issues.
Dropped
- DroppedRisks Related to Our Lending Activities
The estimation of expected credit losses under current US GAAP may create volatility in earnings as compared to previous models which may have a material impact on its financial condition or results of operations
Reworded
- 99% rewritten
o Our New York City multifamily loan portfolio could be adversely impacted by changes in policy legislation or regulation which, in turn, could have a material adverse effect on our financial condition and results of operations
Completely replaced prior multifamily lending risks with new risk disclosures regarding business growth, the Signature merger, legal industry dependence, and liquidity.
Was: Our New York City multifamily loan portfolio could be adversely impacted by changes in legislation or regulation which, in turn, could have a material adverse effect on our financial condition and results of operations
- 32% rewrittenRisks Related to Our Lending Activities
Our loan portfolio is unseasoned
Updated the weighted average age figures for all loan categories as of December 31, 2025.
- 24% rewrittenRisks Related to our Business
The loss of our deposit clients or substantial reduction of our deposit balances could force us to fund our business with more expensive and less stable funding sources
Uninsured deposits increased from $463.9 million (28% of total deposits) at year-end 2024 to $685.1 million (33% of total deposits) at year-end 2025.
- 24% rewrittenRisks Related to Our Lending Activities
We may increase our purchases or originations of consumer loans, and such loans generally carry greater risk than loans secured by owner-occupied, 1 – 4 family real estate, and these risks will increase as we continue to increase originations of these types of loans
Total consumer loans held for investment increased from $19.3 million to $22.8 million, with post-settlement consumer loans shifting from $2.7 million to $3.1 million.
- 24% rewrittenRisks Related to our Business
Our ten largest deposit clients account for 25.1% of our total deposits
Concentration of the ten largest depositors decreased slightly from 25.9% of total deposits to 25.1%.
Was: Our ten largest deposit clients account for 25.9% of our total deposits
- 23% rewrittenRisks Related to Our Lending Activities
If the allowance for credit losses is not sufficient to cover actual credit losses, earnings could decrease
The allowance for credit losses as a percentage of total loans, net of unearned income, decreased from 1.50% to 1.37%.
- 21% rewrittenRisks Related to our Business
We have experienced significant growth, which makes it difficult to forecast our revenue and evaluate our business and future prospects
Added disclosure that the pending merger with Signature announced on March 12, 2026, will nearly double the size of the Company.
All 56 risk factors
Headings as the filing states them, in filing order.
Other
- 01o We may not be able to adequately measure and limit the credit risk associated with our loan portfolio, which could adversely affect our profitabilityNew
- 02o Our New York City multifamily loan portfolio could be adversely impacted by changes in policy legislation or regulation which, in turn, could have a material adverse effect on our financial condition and results of operations99% rewritten
- 03o The loss of our deposit clients or substantial reduction of our deposit balances could force us to fund our business with more expensive and less stable funding sourcesNew
- 04o Interest rate shifts may reduce net interest income and otherwise negatively impact our financial condition and results of operationsNew
- 05o A failure in our operational systems or infrastructure, or those of third parties, could impair our liquidity, disrupt our businesses, result in the unauthorized disclosure of confidential information, damage our reputation and cause financial lossesNew
- 06o We operate in a highly competitive industry and face significant competition from other financial institutions and financial services providers, which may decrease our growth or profitsNew
- 07o As a bank holding company, the sources of funds available to us are limitedNew
- 08o We could be adversely affected by the soundness of other financial institutions and other third parties we rely onNew
- 09o Our accounting estimates rely on analytics, models and assumptions, which may not accurately predict eventsNew
- 10o Anti-takeover provisions could negatively impact our shareholdersNew
Risks Related to Our Lending Activities
- 11Because we intend to continue to increase our commercial loans, our credit risk may increase
- 12A substantial portion of our loan portfolio consists of multifamily real estate loans and commercial real estate loans, which have a higher degree of risk than other types of loans
- 13We may increase our purchases or originations of consumer loans, and such loans generally carry greater risk than loans secured by owner-occupied, 1 – 4 family real estate, and these risks will increase as we continue to increase originations of these types of loans24% rewritten
- 14A substantial majority of our loans and operations are in New York, and therefore our business is particularly vulnerable to a downturn in the New York City economy
- 15If the allowance for credit losses is not sufficient to cover actual credit losses, earnings could decrease23% rewritten
- 16Our loan portfolio is unseasoned32% rewritten
- 17We may not be able to adequately measure and limit the credit risk associated with our loan portfolio, which could adversely affect our profitability
- 18Our New York City multifamily loan portfolio could be adversely impacted by changes in policy legislation or regulation which, in turn, could have a material adverse effect on our financial condition and results of operationsNew
Risks Related to our Business
- 19We have experienced significant growth, which makes it difficult to forecast our revenue and evaluate our business and future prospects21% rewritten
- 20The merger with Signature and any future acquisitions could disrupt the Company’s business and adversely affect our results of operations, financial condition and cash flowsNew
- 21A substantial portion of our business is dependent on the prospects of the legal industry and changes in the legal industry may adversely affect our growth and profitability
- 22A lack of liquidity could adversely affect the Company’s financial condition and results of operations
- 23The loss of our deposit clients or substantial reduction of our deposit balances could force us to fund our business with more expensive and less stable funding sources24% rewritten
- 24The Bank has deposit accounts whose ownership is based on a fiduciary relationship, which management evaluates to identify an appropriate estimate of FDIC insurance coverage, and such estimates may underreport the amount of the Bank’s uninsured deposits
- 25Reputational risk and social factors may impact our results and damage our brand
- 26We may incur losses related to our exposure to NFL consumer post-settlement loans through our equity method investment in a third party sponsored variable interest entity
- 27As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions
- 28Artificial Intelligence presents risks and challenges that may adversely affect our businessNew
- 29Interruption of our customers’ supply chains and federal funding could negatively impact their business and operations and impact their ability to repay their loans
- 30We may not be able to grow, and if we do we may have difficulty managing that growth
- 31Our ten largest deposit clients account for 25.1% of our total deposits24% rewritten
Risks Related to Market Interest Rates
- 32Interest rate shifts may reduce net interest income and otherwise negatively impact our financial condition and results of operations
Risks Related to Operations
- 33Inflation can have an adverse impact on our business and on our customers
- 34We are exposed to the risks of natural disasters and global market disruptions
- 35We rely heavily on our management team and our business could be adversely affected by the unexpected loss of one or more of our officers
- 36We are subject to certain operational risks, including, but not limited to, customer or employee fraud and data processing system failures and errors
- 37The Company’s controls and procedures may fail or be circumvented
- 38We face risks related to our operational, technological and organizational infrastructure
- 39A failure in our operational systems or infrastructure, or those of third parties, could impair our liquidity, disrupt our businesses, result in the unauthorized disclosure of confidential information, damage our reputation and cause financial losses
- 40The occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents could have a material adverse effect on our business, financial condition and results of operations
- 41If our risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses and our results of operations could be materially adversely affected
Risks Related to Competitive Matters
- 42We operate in a highly competitive industry and face significant competition from other financial institutions and financial services providers, which may decrease our growth or profits
Risks Related to our Payment Processing Business
- 43Our merchants or ISOs may be unable to satisfy obligations for which we may ultimately be liable
- 44Fraud by merchants or others could have a material adverse effect on our business and financial condition
- 45Changes in card network rules, standards or fees could adversely affect our business or operations
Risks Related to Laws and Regulation and Their Enforcement
- 46As a bank holding company, the sources of funds available to us are limited
- 47Our business, financial condition, results of operations and future prospects could be adversely affected by the highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in any of them
- 48Federal regulators periodically examine our business, and we may be required to remediate adverse examination findings
- 49We are subject to the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to material penalties
- 50The fiscal, monetary and regulatory policies of the federal government and its agencies could have an adverse effect on our results of operations
- 51We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations
- 52We could be adversely affected by the soundness of other financial institutions and other third parties we rely on
Risks Related to Accounting Matters
- 53Changes in accounting standards could materially impact our financial statements
- 54Our accounting estimates rely on analytics, models and assumptions, which may not accurately predict events
Risks Related to Our Common Stock
- 55The Company’s stock price can be volatile
- 56Anti-takeover provisions could negatively impact our shareholders
Other Esquire Financial Holdings 10-Ks
- FY2024 10-K risk factors45 risks
Commercial litigation loans drive asset concentration and credit risk. Operations are geographically concentrated in New York City. Deposit concentration among top clients creates funding vulnerability.
Filed Mar 17, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.